The Amazing Spider Mare: The Symbiote Saga
by SPB
Summary: (A ponyfication of Spider Man, originally published on FimFiction, takes place in an AU Post Season 4.) A sequel to Pinkie Pie: The Amazing Spider Mare. Pinkie Pie's double life as Spider Mare is about to be turned upside down, thanks to the return of Cheese Sandwich, and a mysterious alien suit with a mind of its own. Enter, Venom!
1. The End of Spider Mare?

The streets of Ponyville were eerily deserted, despite it being the middle of day. The only occupants amidst what could now be mistaken for a ghost town, was Spider Mare a.k.a Pinkie Pie, and Cheese Sandwich (who had recently confessed about his romantic feelings for Pinkie, much to her surprise and great concern).

But Pinkie Pie knew that there was something wrong with Cheese Sandwich, and so she removed her mask and desperately pleaded with the party pony. "You don't want to do this, Cheese Sandwich," she said to him, struggling to hold back tears. "Please, let us end this before one of us is destroyed."

Cheese Sandwich remained silent as Pinkie's words reached his ears, and played over and over in his mind. "You're right, Pinkie," he said at last. " **I** don't want to do this," However, seconds after he had spoken those words, Cheese Sandwich was enveloped by a dark blue slime like substance. Much to Pinkie Pie's horror, he slowly began to change, until at last a massive alien spider like hybrid with dark blue skin stood where Cheese Sandwich had been standing a short time ago. "But **WE** do!" an alien voice echoed, chuckling fiendishly. "Sorry, Spider Mare, but your precious Cheese Sandwich isn't here anymore. Now, Venom is in control! And we have only one goal, to ensure your destruction!"

"No! When this is over, it is _you_ who will be destroyed!" Pinkie Pie vowed. "One way or another, I _will_ free Cheese Sandwich from your control!"

Venom cackled, as Pinkie Pie put her mask back on and struck a fighting pose. "Promises, promises," He laughed, his echoey voice ringing through the skies. "You forget that Cheese Sandwich is a part of us, just as we were once a part of you. You cannot destroy us without also destroying the pony you love."

"We'll see about that!" Spider Mare bellowed. "Do your worst, Venom!"

"As you wish." Venom chuckled, and charged forward to attack Spider Mare. He tried to swipe at Spider Mare with his sharp alien claws, but Spider Mare jumped out of the way and shot a stream of webbing to carry her high into the air.

"Is that the best you can do?" Spider Mare taunted, as she swung around and struck Venom from behind. Normally, a blow like that would've sent any opponent to the ground, but although Venom clearly felt something from the punch, he remained standing.

"You're a fool, Spider Mare!" Venom said with a laugh "It seems you have forgotten that we are invincible! You cannot harm us no matter what you do!"

"You're lying! No one is invincible!" Spider Mare said angrily, throwing another punch at Venom.

Venom dodged the punch with ease. "You're making this all too easy, Spider Mare," he said with a grin. "It's just as we expected, your love for Cheese Sandwich has made you weak. You refuse to fight us seriously, because you want to save Cheese Sandwich. But Cheese Sandwich cannot be saved, he can't hear you or see you anymore! The only way for you to defeat us, is to destroy Cheese Sandwich along with us!"

"As if I'd believe you," Spider Mare hissed. "You lied to the stallion I loved and tried to turn him against me, for that I will show you no mercy!"

"The only one telling lies is you, Spider Mare," Venom replied in a fiendish tone of voice. "We can tell what you are thinking, because we were once a part of you. As much as you may deny it, we share a link, and it is that link that enables us to tell what's on your mind. Your thoughts betray you, you are worried about Cheese Sandwich. You love him so much that you can't bring yourself to lay a hoof on him. That will be your downfall."

* * *

The battle between Spider Mare and Venom raged on for a while, but if one were to observe the fight as it played out across the abandoned streets of Ponyville, they would see how one sided it was becoming. Venom was able to shrug off just about everything Spider Mare attacked him, even when he was forced to go on the defensive.

Meanwhile, poor Spider Mare found herself slowly growing more and more exhausted. It didn't matter if Venom managed to land an attack on her, or if she dodged a blow at the last possible minute, she could not keep up. It didn't help that her web attacks were useless against Venom's alien skin, and that the creature was able to bypass her 'Pinkie Sense' that would otherwise alert her if trouble was around.

Eventually, Spider Mare swung hard at Venom with both her fists, only for the alien to disappear with an echoey fiendish laugh. Spider Mare knew only too well what that meant. " _He won't fool me this time, I'll be ready for him!_ " she thought to herself, and began to form a small dome with her webbing just large enough to shield herself.

Just as the dome was completed, Venom reappeared. "Hiding won't save you, Spider Mare," he chuckled, readying his sharp claws. "But if losing is your desire, then allow us to help you." Venom quickly set to work on ripping apart the dome with his claws, only to be surprised when Spider Mare leaped out from the protective wall of webbing, and kick him hard in the chest.

"How's that?! I hope it hurt!" Spider Mare said angrily. "And if it didn't, there's plenty more where that came from!"

Venom groaned and growled, as if though he was struggling with something inside of him. His skin began to move about erratically, looking like it was going to break apart at a moment's notice. All of a sudden, the familiar light brilliant orangish-yellow coat of Cheese Sandwich poked its way out of Venom's body. Cheese Sandwich himself appeared to be unconscious, and part of him appeared to still be attached to Venom, but he was alive.

"Cheese Sandwich?!" Pinkie Pie exclaimed, her will to fight back fading away upon seeing the stallion.

However, Cheese Sandwich's appearance only lasted for a few seconds, before Venom was able to regain enough control to pull the stallion back in. "Made you look!" Venom taunted to Spider Mare, before he threw a punch that was so powerful it was enough to send Spider Mare stumbling backward. With the fight having worked its way to the top of an abandoned construction site, the punch packed enough force to make Spider Mare lose her balance.

Reacting quickly, Spider Mare shot out a stream of webbing, and caught herself in mid-air before she had a chance to fall!

"Looks like this is the end of the line for you, Spider Mare!" Venom chuckled, before he shredded the web line with his claws.

Time seemed to slow to a crawl, as Spider Mare began to plummet to the ground. She tried frantically to save herself by shooting out stream after stream of webbing, but Venom kept shredding them before they could grab hold of anything.

" _So, this is what it feels like to die._ " Spider Mare thought to herself, as the ground drew closer and closer. As the second of impact drew closer, Spider Mare could feel her life begin to flash before her eyes. Almost before she realized it, she was looking back on the events that had led up to this final showdown with Venom. And to think it had all started with a meteorite from outer space.


	2. Beware The Rhino

The trouble all began with a mysterious meteorite that came crashing out of the sky one warm summer night. In a blaze of fiery light, the massive space rock came to rest in the fields of Sweet Apple Acres, jolting its residences awake with a tremendous boom!

Before long, a barrage of scientific minds from all over Equestria (and even a few from lands beyond) descended on the farm. Each of them eager to bring back a fragment of the gigantic meteorite to study in great detail. One of those minds, was Ponyville's very own Princess Twilight Sparkle, who had recently stumbled across a great scientific mystery. One that had a personal connection to her good friend, Pinkie Pie.

* * *

Just a few days after the meteorite's crash landing, Twilight extended an invitation for Pinkie Pie to visit her at the young princess' crystal castle.

"So, what's this all about, Twilight?" Pinkie Pie asked. "Does it have something to do with that meteorite?"

Twilight shook her head. "So far, I haven't found anything out of the ordinary with the meteorite. The reason why I called you here is because I have some shocking news."

"After everything I've seen it would take a lot for something to shock me," Pinkie Pie replied, suspecting nothing. "Go ahead, I'm all ears."

Taking a deep breath, Twilight looked Pinkie Pie in the eyes and asked her "Do you remember your visit to Griffonstone with Rainbow Dash, when the two of you met Gilda?"

Pinkie Pie nodded. "I found it very odd that she didn't seem to remember anything about being The Green Griffon."

"Well, Spike, Starlight, and I have been conducting tests on the feather sample you retrieved from her," Twilight explained. "As well as the feather sample from The Green Griffon. The Gilda that became The Green Griffon was more than just an imposter, and she wasn't a changeling either. She was an exact genetic copy of Gilda, in other words, a clone."

Those words caused Pinkie Pie's mouth to drop open in shock. "Could she be related to the Pokey Pierce look alike I saw at the Grand Galloping Gala?" she asked Twilight.

Twilight put a hoof to her chin. "It's a possibility, but unfortunately without a proper DNA sample I can't conduct more tests to confirm or deny it. However, it would seem that somewhere in Equestria, or possibly even beyond, someone is involved in the illegal advancement of cloning."

"You don't suspect our friends could secretly be clones, do you?" Pinkie Pie asked Twilight.

Twilight shook her head. "No, not even Starlight Glimmer could be a clone. The clones mostly seem to have no recollection of events prior to the date of their creation, the Gilda clone that became The Green Griffon is an exception."

"So, was the Pokey Pierce I was in love with a clone as well?" Pinkie Pie asked hopefully.

Twilight once again shook her head. "No, I'm afraid the real Pokey Pierce died at the claws of The Green Griffon, the autopsy confirmed he was the real deal. The Pokey Pierce you met at The Gala and that now lives in Ponyville is clearly a clone, likely sent to find out what you know about it and The Green Griffon. Unfortunately, I can't obtain another DNA sample from The Green Griffon anytime soon. With her about to go on trial in The Griffon Empire, they will want to avoid all chances of outsider interference. It may take months before I can even request another sample be provided."

"Then, what should be done with the Pokey Pierce clone in the meantime?" Pinkie Pie nervously asked.

With a sigh, Twilight instructed to Pinkie Pie "For now, it's probably best if he doesn't suspect we're onto him. Keep him in the dark, at least until we have a better idea of who or what we're up against. I know it must be hard for you to continue the act considering how close you and the real Pokey Pierce were, but the clone appears to be fixated on you. If any of the rest of us try to engage him, he becomes weary and refuses to talk."

"Well, thanks for the news, Twilight," Pinkie Pie replied in a somewhat somber tone. Even now, she still didn't like to talk much about Pokey Pierce, or the role she still believed she had played in his untimely demise. "If you discover anything important, make sure to let me know." And with that, Pinkie Pie set off back to Sugarcube Corner. Crime in Equestria had been at an all time low recently, and Pinkie was content to use this as a chance to catch up on some much needed sleep. Leading a double life as Spider Mare was extremely exhausting.

* * *

Unknown to anyone, fate was not going to be on Pinkie Pie's side tonight. For, when word reached out that the Princess of Friendship was in possession of a fragment of a meteorite, and a meteorite was a rare experience in Equestria, all sorts of powerful forces conspired to obtain it and sell it for a high price.

One of these forces had made arrangements with an unknown stallion clad in an armor plated rhino suit to steal the meteorite fragment, and deliver it intact to the Ponyville Dam. The intent was for the client to retrieve the fragment under cover of darkness, and sell it before anyone else had a chance to steal it.

And so it was that armor plated rhino suit wearing stallion was observing the Castle of Friendship from a distance. " _That chunk of space rock is gonna make me rich,_ " the stallion thought to himself. " _I'll be more than happy to part with it, for a price. They say this so called 'Mane-iac''s got some deep pockets, and I'm gonna make sure he or she empties out if they want that meteorite fragment. Now, how do I wanna do this? Should I go for the direct approach, or try something a little more delicate?_ "

Meanwhile, in the designated lab room of the castle, Starlight Glimmer and Twilight were working late into the night to try and discover what sort of secrets the meteorite fragment might be hiding. After all, both ponies were shocked to discover just how much energy it gave off, despite having traveled millions of miles through outer space.

"Starlight, can you please bring me the thermal scanner?" Twilight instructed. "These energy readings are unlike anything ever recorded before, there must be something inside of it that's generating so much power."

"One thermal scanner coming right up," Starlight affirmatively replied. "What do you suppose is causing these energy spikes? And how can we be sure it won't blow up?!"

"This magical containment barrier I've set up should hold any significant power surges in check," Twilight explained to Starlight. "And the glass display case I've placed in should provide an extra layer of protection. Hopefully, in another day or two, the energy levels should drop to a safe enough level for more in-depth research."

"Twilight," Spike called nervously from upstairs. "There's uh... somepony here who wants to speak to you about the meteorite fragment. He says it's urgent."

"What does he want?" Twilight asked.

"He says he wants that meteorite fragment, and he won't take no for an answer," Spike told Twilight. "I'd do what he says. He seems to have some weight to his warnings."

"Whoever he is, I'm not just going to give up the meteorite fragment to the first pony who wants it," Twilight said angrily. "You tell him my answer is no, and if he's got a problem with that he can say it to my face."

"Besides," Starlight added. "The research of this fragment could be extremely important, Twilight and I might just be on the verge of a scientific breakthrough. And we don't even know if the fragment can handle be carried long distances."

But only seconds after Starlight had said that, there was a tremendous thumping sound, followed by a deafening crash. Standing just inches in front of Twilight and Starlight, was a stallion clad in an armor plated rhino suit. "I told you I wouldn't take no for an answer!" the stallion snorted, stomping the back right hoof of his costume on the ground. "Now, I want that meteorite fragment and I want it _now_!"

"And you think we're just going to give it to you after your rather rude entrance?" Starlight asked furiously. "Look what you've done to the place, it's a mess!" And she was right. Empty glass beakers had been knocked over and fallen onto the ground, where they had immediately shattered into pieces. Various pieces of equipment had either been knocked on their side, or fallen onto the ground.

"That's just stuff, you can always replace it," the stallion snorted. "You'd better give me that meteorite fragment, before I break you something you _can't_ replace. Better hurry, I'm in a very bad mood today."

"You want that fragment so badly, you'll have to get past me!" Starlight insisted, shooting off a beam of magic from her horn. But much to Twilight and Starlight's horror, said beam bounced off the stallion's armor and struck Starlight just above her right forehoof. Starlight collapsed onto the ground.

"STARLIGHT!" Twilight bellowed, rushing to her student's side at once.

The stallion laughed. "Pathetic fool, this armor is one hundred percent magic proof. Doesn't matter what you hit me with, it just bounces back and hits you. Now, give me the meteorite fragment, and nopony else has to get hurt."

Twilight was furious at the idea of giving up the meteorite fragment, but she knew that she had no choice. Right now, the well being of Starlight took priority over her research. Furiously (and with much gritting of teeth), Twilight tossed the glass container holding the meteorite fragment to the armor plated stallion. "You want it that badly?! Fine, take it! You won't get away with this!"

The stallion only laughed harder. "Oh yeah? And who's going to stop me? Mr. Mcdoesn'texisit?" And with the meteorite fragment clutched firmly in his hooves, the stallion took off, tearing a rhino sized hole in a nearby wall.

"Hey! I just finished repainting!" Twilight snapped, but the stallion was too far away to hear.

* * *

It didn't take long for word to get out that there had been a commotion at Twilight's castle, and that Starlight Glimmer had been badly hurt. In fact, Pinkie Pie had become alerted to the situation before anypony else, thanks in no small part to her 'Pinkie Sense'. Wasting no time, she dashed to the hospital. Twilight was already there, pacing anxiously back and forth in the waiting room.

"Twilight!" Pinkie Pie exclaimed, relieved to see that her friend was still alright. "What happened?! Is Starlight gonna be okay?!"

"We were attacked by a stallion in an armor plated rhino suit," Twilight explained to Pinkie Pie. "Starlight tried to hit him with a blast of magic, but her beam bounced right off him and struck her instead. She's in pretty bad shape right now."

Pinkie Pie's heart sank, she hoped more than anything that Twilight was wrong. "Starlight's a fighter! She'll pull through, I just know it!" she said firmly.

"I hope you're right, Pinkie," Twilight replied, eyeing the double doors that led to the operating room. Then she sighed "But it gets worse, that stallion made off with the meteorite fragment. He was travelling pretty fast, he could be miles away by now."

"Any idea where he was headed?" Pinkie Pie asked Twilight.

"He seemed to be taking off towards the Ponyville Dam," Twilight told Pinkie Pie. "But if you're thinking of going after him, be careful! He's very powerful and very dangerous!"

"Don't you worry your pretty little head about it, Twilight," Pinkie Pie reassured her. "Spider Mare will see to it that the only place he'll be going anytime soon, is jail." And with that, she dashed back to Sugarcube Corner to suit up.

* * *

The armor plated stallion was relieved when he was able to slip inside the generator room of the Ponyville Dam undetected. Apparently, his presence had scared off all the workers. Carefully setting the container holding the meteorite fragment down, he breathed a much needed sigh of relief. "So far so good," he told himself. "I just gotta hang out here until the client shows up to collect the meteorite. I'm gonna be rich! Richer than those so called 'Elites' in Canterlot."

"I wouldn't count my chickens before they've hatched," a cocky female voice cried out. "Didn't your mother ever tell you not to take things that don't belong to you?"

The stallion turned around, and gasped in horror at the sight that greeted him. "Spider Mare!" he exclaimed. "So, the itsy bitsy spider thinks it can take on the rhino?!"

"You got that right!" Spider Mare said seriously. "I was looking forward to taking the night off for once, get some rest and relaxation. But no, you had to pick tonight to steal from my good friend, Princess Twilight. And for that, you're going to pay!"

"Don't count on it, bug breath!" The Rhino taunted. "You weren't supposed to be part of the plan, but now that you're here I very much can't let you walk away with my ticket to fortune. I'm gonna dirty you up so bad, that Starlight what's her name isn't gonna be the only mare lying in a hospital bed!"

"So, not only did you steal from a princess and trash her castle, but you also beat up an innocent mare?" Spider Mare asked. "Ooh, I'm gonna enjoy teaching _you_ some manners. Scum like you are the reason I exist!"

"Just go ahead, try to stop me!" The Rhino bellowed. "This armor's impervious to just about anything you can dish out! Punches, kicks, webbing, magic blasts, you name it!"

"We'll just see about that!" Spider Mare cried, as she swung her fists hard into the rhino's chest. However, that turned out to be a bad idea, pain rocketed through her arm in a matter of seconds.

"See, this armor ain't just for show!" The Rhino chuckled. "I'm gonna crush you so badly no one's gonna be able to recognize you!" He charged head on into Spider Mare, sending her flying backwards until she hit a wall. "There's more where that came from!" the rhino taunted, beating his chest.

" _My normal style of crime fighting isn't going to cut it here,_ " Spider Mare thought to herself, as she picked herself up. She wasn't hurt too badly, but the impact had definitely knocked the wind out of her. " _He's got to have a weak spot, somewhere._ " Then, Spider Mare looked up above her, and saw that her impact had knocked loose a few of the electrical wires that carried power between the generators. Almost immediately, an idea came to her.

"What's the matter, bug mare?" the rhino snorted, stomping his hooves impatiently. "In two minds about standing up to me? Let me help you out, don't bother!"

"Oh, my mind is made up alright," Spider Mare said, glaring at The Rhino. "Now more than ever, I'm determined to take you down!"

The rhino simply shrugged. "Oh well, I guess some ponies learn the hard way! Ready for round two?!"

"Bring it!" Spider Mare taunted.

The Rhino let out an angry bellow, before he charged headlong at Spider Mare. Spider Mare was one step ahead of him, however, and jumped out of the way at the last moment. The rhino was travelling too fast to stop himself, and his horn made contact with the exposed electrical wires. He screamed, as the electricity surged through his suit. Most of the voltage was absorbed into the armor, but not all of it.

Spider Mare couldn't help but snicker at the scene unfolding before her. "Hey, did you get a _charge_ out of that?" she asked The Rhino, barely suppressing another chuckle with her hoof.

"Shut up! This isn't funny!" The Rhino yelled, as he tried to free himself from the tangled wires that had wrapped around his horn. A task that was easier said than done considering the pain he was in.

"Oh, what's wrong? Your little tusky wusky get damaged?" Spider Mare teased in a condescending tone, as she shot out a stream of webbing that ensnared The Rhino's back legs. She proceeded to yank hard, causing the rhino to stumble to the floor.

"I hate you so much." The Rhino muttered under his breath, as his face made contact with the hard ground, knocking him out cold.

Spider Mare quickly shot out a few more streams of webbing, to tie The Rhino up all nice and tight. "That should keep you tied up until the cops get here," Spider Mare said to him, before she bent down to retrieve the case holding the meteorite fragment. Fortunately, it had not been damaged. "Alrighty, now to return this to Twilight and..." Just then Spider Mare noticed something on her suit, it appeared to be some kind of blackish-blue slime "What the.. how did?!" Then with a sigh she said unhappily. "And it figures, I just had this suit dry cleaned," But Spider Mare knew she didn't have much time to worry about her suit's condition. "I'll worry about that later," she said to herself, and turned her attention to the meteorite fragment. "Now, let's get you back to your rightful owner, before somepony else comes along and tries to steal you."

* * *

"Thanks for the help, Pinkie," Twilight said with a smile, as she carefully grabbed the case with her magic and removed it from Pinkie's hooves. "I'll have to make sure to beef up security around the castle from now."

"So, how's Starlight?" Pinkie Pie asked. "Any word on her condition?"

Twilight took a deep breath before she reluctantly told Pinkie Pie. "It's not looking good I'm afraid. Starlight's still in critical condition, doctors say there's a 50/50 chance she may have to lose her right front hoof."

"Why?" Pinkie Pie nervously asked.

"Whatever sort of spell Starlight was using damaged the hoof really badly, and the source of the trouble is originating from there," Twilight explained. "Right now though, there's not much we can do but hope for the best."

"Well, thanks for the heads up," Pinkie Pie said somewhat glumly. "If anypony needs me, I'll be at home trying to get some much needed sleep."


	3. New Suit, Old Friend

Despite how exhausted she felt, Pinkie Pie found it surprisingly hard to fall asleep that night. Her concern about Starlight Glimmer kept her awake. Of course, Pinkie Pie knew there was little she could've done even if she had been there when the accident occurred. But having already lost her uncle and the love of her life, the thought of losing somepony else prematurely troubled her to no end.

Eventually, Pinkie Pie was able to drift off to sleep, but even then she would not know peace. For that night, as she slept, she was unaware of the blackish-blue slime like substance as it slowly slid off her spider suit, and enveloped her.

* * *

Meanwhile, in her dreams, Pinkie PIe was suffering a most unusual nightmare. She found herself running from some unspecified monster that seemed to be just like the slime that had attached itself to her spider suit a short time ago.

Pinkie Pie ran and ran, only to find that the monster was right behind her every step of the way. And no matter what she did, she could not put any distance between herself and said monster. In fact, the more she ran, the closer the monster seemed to draw.

In the blink of an eye, the monster caught up to Pinkie Pie, reaching down and grabbing her with a claw. However, at that very moment, a creature that looked just her spider suit popped up and reached out to Pinkie Pie. The two giant creatures began a game of tug of war with Pinkie Pie, dragging her back and forth, as they both tried to snatch her away.

At last, the blackish-blue slime monster won the battle and pulled Pinkie Pie away. It opened its mouth, and tossed Pinkie Pie into it. Pinkie Pie shut her eyes.

* * *

Pinkie Pie jolted awake with a start, a cold sweat working its way down her spine. Then, she blinked and rubbed her eyes. She was not seeing things, somehow she had managed to sleep walk her way out of her bed and out of her room. She was perched outside of Sugarcube Corner, looking at the building from an upside down perspective.

But the big shock to her, was what she was wearing. For Pinkie Pie was not dressed in her spider suit (she could easily remember tossing it aside without fanfare upon entering her bedroom), yet she still had a costume on. This costume (or suit) was a borderline blackish-blue with white lines, and felt rather different (almost as if it were alive). On the back side of it, was a white spider shaped logo, and the same logo appeared on the front.

" _I don't recall making a new spider suit, or asking Rarity to make one for me,_ " Pinkie Pie thought to herself. " _And while I'm at, how did I end up out here?_ "

Unable to come up with a satisfying answer, Pinkie Pie quickly but quietly swung her way back into her bedroom. This time, she made sure to lock the door, and close and lock the windows. Then, she eyed her old spider suit, which remained in the corner it had been tossed into. " _Good, at least I still have the original, in case this one gets torn up._ " And with that, she threw herself back upon her bed and fell asleep at once.

* * *

Pinkie Pie woke up the next morning feeling quite refreshed. For the first time in what felt like ages, she had slept well. Yawning and stretching a bit, Pinkie Pie pulled herself out of bed, and took a good look at herself in a mirror. It was then that she saw that the events of last night were not a dream, she had a brand new spider suit that felt surprisingly strong and flexible. But she was still at a loss as to how she had obtained it.

Pinkie Pie quickly shook her head to clear her thoughts. " _I'm thinking too much,_ " she thought to herself. " _I needn't look this gift horse in the mouth. Now I can finally give that old suit a rest, maybe even send it away for repairs._ " And with that thought process in mind, Pinkie Pie prepared to head downstairs and have breakfast, before she would stop by Twilight's castle to see if there was any update on Starlight's condition.

However, at that very moment, there was a light knock on Pinkie's bedroom door. Pinkie Pie froze, as she realized she was still in her new spider suit, and she had no idea of how to take it off! She couldn't find a zipper, or buttons, or anything. The suit seemed to be made of some sort of foreign material.

"Pinkie, are you up yet?" Mrs. Cake called from the other side of the door.

"Yes Mrs. Cake." Pinkie Pie answered back.

"Good, because you have a visitor," Mrs. Cake added in a sweet tone of voice. "He's come all the way from the edges of Equestria to see you again. I'm sure you'll recognize him."

" _No, it can't be_ _ **him**_ _. Can it?_ " Pinkie Pie thought to herself, as the doorknob slowly turned. Quickly remembering that she had locked the door last night, Pinkie Pie dashed over to it and opened it. As she did so, she was unaware that her new spider suit was slowly retracting.

In a burst of confetti, Cheese Sandwich sprang through the open doorway and tackled Pinkie Pie into a massive hug. "Hey there, Pinkie! Long time no see!" Cheese Sandwich greeted cheerfully. "Did you miss me?!"

"Of course I did," Pinkie Pie quickly admitted with a nod, then she asked Cheese Sandwich "But what are you doing here? Shouldn't you be off throwing parties all over Equestria?"

"Hey, even a super duper party pony like yours truly needs a break every now and then," Cheese Sandwich replied. "So, I figured I'd come to Ponyville for a little rest and relaxation. Plus, I wanted to see how my inspiration was doing. You fighting the good fight and stuff?"

"Huh... oh yeah, yeah, of course!" Pinkie Pie stuttered. "In fact, I'm doing so good that crime in Equestria is at an all time low. At least, up until last night anyway."

Cheese Sandwich quickly sensed Pinkie Pie's unhappiness, and it pained him greatly. He hated seeing Pinkie Pie so upset. "Hey, what's the matter?" he asked politely. "Was it something I said?"

Pinkie Pie shook her head. "No, it's not your fault. Last night, an armor plated stallion broke into Twilight's castle and made off with a meteorite fragment. I managed to stop him, but not before Starlight hurt herself badly trying to attack him."

"Oh yes, I remember you writing to me about Starlight Glimmer," Cheese Sandwich replied. "What happened to her?"

"She got struck by her own blast of magic, and now she's in pretty bad shape," Pinkie Pie told Cheese Sandwich. "The doctors say she may not pull through." At that moment, Pinkie Pie could feel _something_ trying to work its way up to try and overwhelm her.

"Are you okay, Pinkie?" Cheese Sandwich asked nervously, as he saw Pinkie's strained face.

"I'll... be... fine," Pinkie Pie said, even though she was gritting her teeth. "Just... need to... get a little fresh air." And she raced past Cheese Sandwich and out the door before he could say or do anything to stop her.

Cheese Sandwich was concerned. " _It's not like Pinkie Pie to act like this,_ " he thought to himself. " _Something's bothering her, but what could it be?_ " Then he sighed. " _I guess my announcement is going to have to wait for a better time._ "


	4. Meanwhile In Manehattan

While Pinkie Pie tried to sort out her feelings for Cheese Sandwich (as well as get used to her new spider suit), trouble was brewing in Manehattan.

Inside the maximum security prison known as _Alicorntraz_ (it was said to be impossible for even an alicorn to escape once inside), two of the supervillains that Spider Mare had defeated were about to meet each other.

* * *

The Scorpion grumbled, as the guards occasionally poked at her with their clubs. "Come on lady, keep moving!" They would often say. "Prison regulations state all inmates are allowed a change of scenery for at least one hour a day. But if you'd rather stay and rot in your cell for the rest of your days, be our guest."

"You boys with your clubs," The Scorpion complained, wishing more than anything that she could remove the device fixed to her tail that prevented her from spraying acid. "You think that just because I've got a cork in my tail, you can push me around. You're nothing but a bunch of bullies!"

The guards took no notice, and simply pushed the Scorpion into the center of the prison, where all the inmates had gathered. Some of them were engaged in arm wrestling contests with others looking on, some sat in chairs or on sofas and read the newspaper, still others lifted weights or practiced their free throws on a small basketball court.

"Play nice, young filly," the guards teased. "Cause any trouble, and you'll spend the rest of your days in solitary confinement. The last guy who got thrown in there was a real mess when his sentence was up." And with a laugh, the two guards left but not before closing and locking the doors to all the hallways leading to the exterior.

Not particularly in the mood to socialize, The Scorpion absent mindedly sat down on a dull red sofa. When she did so, she was surprised to hear a female voice angrily snap "Hey, I was here first! Get your own sofa!"

The Scorpion was surprised to see a mare in a purple suit with black gloves, and a glowing green mane that appeared to have been forcibly styled and held up with locks stare into her eyes. "Oh, I'm ever so sorry," The Scorpion said sarcastically. "I hardly noticed a waste of space like you amidst all this low class trash in this stinking cesspool they call a prison!"

"You have some nerve talking like to that me!" the mare hissed in reply. "For your information, you're looking at the one and only Mane-iac! I used to just be a humble stallion running an innocent comic book store, then all thanks to that pesky Spider Mare I lost everything!"

"Did you say, Spider Mare?" The Scorpion asked, perking up her ears. "That wouldn't by any chance be the same Spider Mare who thwarted my attempt at sticking it to that so called stallion who left me for dead, then practically replaced me with his childhood crush who goes by the name of Spoiled! She's just a gold digger!"

"I don't know much about that stallion you're speaking of," The Mane-iac replied. "However, if the Spider Mare that came after you wore a red spider like costume with black lining, and a blue shirt, then I think you and I may have something in common."

"Well, it's funny you should mention that, because that's exactly what Spider Mare looked like when she defeated me," The Scorpion said with a fiendish chuckle. "Perhaps the two of us should team up and break out of this prison? Then we can hunt down Spider Mare together!"

"Oh, I'd like that a lot," The Mane-iac laughed, before she sighed unhappily. "But let's face the facts, it's not like we can just waltz up to the guards and make them release us. They've found ways to restrict our powers so we can't fight back. And if we try to sneak our way, the security systems will catch us for sure."

"Darn it! There's got to be a way out of this dump!" The Scorpion grumbled. "I'm sick and tired of the conditions here, even the rats get better treatment than we do!"

"Hey, keep it down you two!" a masculine voice called from afar. "They're not paying me enough to run a foalsitting service here!" Said voice belonged to Josh "Joseph" Hooves, an earth pony stallion of average height with a coat the darkest shade of pink possible, a bushy mane and tail a dark navy blue in color, and yellow trim glasses that reflected his brown eyes, which gave off a look of intelligence. Josh was currently clad in a white lab coat.

"Sorry," The Mane-iac apologized through much gritting of teeth. "I didn't know we were interrupting your concentration, four eyes."

"Very funny," Josh replied, barely containing his anger. "One more remark like that, and you can go back to your cell! It's bad enough the guards expect me to watch over you all like a bunch of little kids, instead of doing the job themselves. Thank Celestia they have the decency to put security cameras in this place, so I can keep an eye you without actually having to keep an eye on you."

"Don't worry, we'll behave," The Scorpion promised, though under her breath she added. "As long as we feel like it anyway."

"That's better," Josh sighed. "Now, if there are no more interruptions, I've got some important science stuff to work on." And he retreated to his lab.

* * *

Josh strolled leisurely into his lab, humming a little tune to himself. Working his way past the vast assortment of beakers and vials (all neatly organized in alphabetical order), he approached the project that currently commanded his attention, a fragment of the meteorite that had crash landed in Ponyville just a few nights ago.

"Alrighty, let's see what sort of secrets you're hiding. Maybe we can even track down the source of your energy surges, and find a way to harness that power." Josh said to the meteorite fragment, as he slipped on a pair of safety goggles, and carefully placed the fragment under a specially designed microscope.

Moments ticked by, as Josh examined every square inch of the meteorite fragment quite thoroughly. But the source of the energy surges proved to be very elusive, even after he checked and rechecked to make sure he hadn't missed anything. Then, just as he was about to give up, Josh spotted something out of the corner of his eye. Quickly but carefully moving the meteorite fragment until the southern tip of it was directly under the microscope lens, Josh's heart began to race! If he had seen what he thought he saw, he was about to become known as the greatest scientific mind in recent memory (the thought of which delighted him to no end)!

"Well, well," Josh said to himself, anticipation and adrenaline surging through his body! "What have we here?!" He had managed to locate what appeared to be an innocent blackish-blue blob resting just beneath the surface of the meteorite fragment, thus making it invisible to the naked eye. But much to Josh's delight, the blob began to move, as if it were alive. "So, _you're_ the one responsible for those crazy energy readings," Josh said eagerly, a massive grin forming on his face! "Just wait til I make these findings public! I'm going to be the most famous scientist in all of Equestria! No, in all of the known world!"

However, at that very moment, the blob leaped up from its resting place! Before Josh had a chance to realize what was going on, the blob attacked him! Taken by surprise, and in a state of sheer panic, Josh stumbled backwards! Suddenly, he lost his balance, and fell to the ground! But not before accidentally knocking over the table of beakers and vials, some of which contained powerful chemicals!

In a matter of seconds, a devastating explosion ripped through the lab, followed shortly afterward by a raging fire! Smoke billowed into the air, as warning alarms blared loudly over and over again! If anyone had been watching, they would've seen the blackish-blue blob take on a monster like form for a brief second, before screaming and vanishing amidst the flames.

Surprisingly, Josh had somehow managed to survive the explosion, but now found himself overcome by the heat of the flames and the choking smoke. But no one was coming to his rescue, or at least to try and stop the fire. " _Why is nopony coming to save me?!_ " Josh thought angrily to himself. Then, a realization struck him! " _They're all jealous of me! From the very first day they've pushed me around and insulted me, and all because I'm simply smarter than they are!_ " Just before he slipped into unconsciousness, Josh muttered weakly to himself, "I'll make them pay! Somehow, I will find a way!"

Little did Josh know, that thanks to the chemicals he had spilled, he was about to get his wish. For, as he faded into unconsciousness, his body began to change. Turning from a solid fur coat, into pure electrical energy.


	5. Prison Break!

The explosion and resulting fire was eventually contained and put out, but not before the damage had been done. The lab was a total loss, and several of the prison cells close to it had been badly damaged. A few inmates had even needed to be treated for smoke inhalation. But nopony seemed to know or care about the fate of the lab owner, they simply assumed that he had perished. Either due to injuries sustained during the explosion, or due to the toxic fumes he surely would've breathed in during the fire.

While work was done to fix up the prison cells the explosion and fire had damaged, the inmates inside said cells had to be relocated. One such arrangement was about to bring two of Spider Mare's defeated enemies together, and set into motion a chance meeting that would spell trouble for our web slinging heroine.

* * *

The Scorpion grumbled, while she stared absentmindedly at the drab ceiling of her prison cell. Since the fire, the guards had been outright unwilling to let the inmates leave their cells for any reason at all. The cause of the explosion and fire were still under investigation, but many of the guards suspected one of the inmates was responsible.

"Hey, Scorpion Scumbag!" one of the prison guards shouted in a gruff voice, attracting the Scorpion's attention. "You're gonna have to take on a roommate for a while, while we fix up her cell."

"I ain't sharing my cell with anypony!" The Scorpion snapped angrily, not bothering to turn her attention towards the guard. "Find some other sap to take that unfortunate so and so in. I've got much better things to do than share my cell with some insignificant low life."

"Sorry lady, rules are rules," the guard said in reply. "Unless you'd like to sleep in solitary confinement, you'll do as you're told!"

The Scorpion sighed, but still refused to look at the guard. "Fine, go ahead and stuff whatever trash you want in here. It's their funeral."

"You try anything and we'll know about it," the guard warned, as he shoved the inmate into the cell. "Now you two play nice." And he proceeded to shut the cell door, and trot leisurely away.

* * *

Reluctantly, the Scorpion turned ever so slowly towards her guest. Her eyes nearly popped out in surprise at who it was!

"Well, this is a fine 'How do you do?' isn't it?" The Mane-iac greeted.

"Just great," The Scorpion muttered under her breath, "They had to stick me with _you_ of all ponies. Still, I suppose a formerly successful business pony is better than some two bit thief. I just hope you never sold one of your so called 'Enchanted Comics' to my daughter."

"Oh, I never sold comics to kids," The Mane-iac insisted. "My 'Enchanted Comics' were solely for adults. But thanks to that one dragon, my entire business went down the drain, and now I'm stuck like this!"

"You got lucky, freak!" The Scorpion muttered. "My so called 'husband' stuffed me into this suit to keep me alive, even though he knew it wasn't ready. Then he replaced me with that Spoiled pony whose name should start with a B, not an R. And when I finally come back to get my revenge, that stinking Spider Mare shows up and stops me, even though the stallion she's protecting was slandering her every chance he got."

"Spider Mare took away my chance for revenge as well," The Mane-iac complained. "I had an entire city paralyzed, completely at my mercy. And then Spider Mare came along and ruined everything, and then she didn't even the decency to leave me to die. What I wouldn't give to bust out of these prison walls and really stick it to her."

"My my, it sounds as if you both have some bad blood with Spider Mare. Well, if it's revenge you're looking for, I think I can help." An unfamiliar voice spoke up, sounding as if it were surrounded by electricity. In fact, it was in a blinding display of electricity that the owner of the voice made itself known. It was an earth pony stallion, or at least what looked like an earth pony stallion. It was hard to say if the creature was even a pony, because its entire body consisted solely of electricity that crackled and sizzled.

"And just who are you?" The Scorpion asked the mysterious creature.

"Well, I used to just be a stallion who did odd jobs," the creature replied. "But now, I call myself, Electro!"

"Electro, huh? What kind of lame name is that?" The Mane-iac teased.

"Hey, do you want mares want my help or not?!" Electro snapped, shooting off a bolt of electricity that struck the cell wall next to the bed. "I hope that little demonstration has motivated you both to reconsider mocking me," Electro warned. "For now, I wield power the likes of which you two could only dream of! All things electrical are mine to control and destroy!"

"So how is that supposed to help us?" The Scorpion asked.

"Why I am not surprised you two dunderheads fail to realize the possibilities of my powers?" Electro said in a condescending tone. "In my past life, I worked here long enough to know the security systems of this place inside and out. And that knowledge, coupled with my new powers, is going to be the key to getting us out of here. That is, _if_ you agree to my terms."

"Terms? What terms?" The Scorpion asked.

"Oh, nothing much. The two of you simply must agree to let me call all the shots," Electro insisted with a fiendish smile. "In terms of sheer power alone I outrank you both, but I also easily trump you when it comes to brain power. I can come up with a plan that is guaranteed to bring Spider Mare to us, and guaranteed to ensure her defeat. But I can't pull it off if you two are left to your own ambitions."

"A control freak, huh?" The Mane-iac grumbled. "Well, you can forget it! Scorpion and I want to defeat Spider Mare on our own terms!"

"Yeah! We take no orders from the likes of you!" The Scorpion added.

"Well, isn't that a pity?" Electro scoffed. "Here I thought the two of you would give anything to be free of this prison. I suppose I was mistaken. Very well then, feel free to stay here and rot for the rest of your days. I will escape on my own, and have the glory of being the one who crushed Spider Mare completely!" And with that, Electro turned and proceeded towards the prison cell bars, which he knew he would be able to pass right through.

"Wait!" The Mane-iac cried.

"Why should I wait?! I have better things to do than bother with the likes of you!" Electro said angrily, refusing to turn his head.

"Please, don't leave us!" The Scorpion pleaded. "We were wrong to mock you! You can call all the shots if you want, just please don't leave us stuck in this prison! We'll do anything!"

Electro smirked rather fiendishly as those words reached his ears. "I must admit the two of you make for pretty good beggars," he said, in a tone that sounded almost sadistic. "Very well, if you're really so desperate to swear allegiance to me, you may join! But know this! Should you disobey me at any point, I will not hesitate to fry you both right on the spot! Do I make myself clear?!"

The Scorpion and The Mane-iac gulped. "Y-yes sir." they said at once.

"Excellent," Electro smiled. "Now then, if you're ready, let's blow this dump!"

"And just how do you plan to do that?" The Mane-iac asked. "In case you haven't noticed, there are security cameras every which way. They'll notice us for sure if we try to flee."

"Those cameras won't be a problem for long," Electro smirked. "Just watch." He marched over to the wall the security camera was mounted on, and slowly morphed into a massive wave of electricity. Said wave shot itself into the camera, traveling along the circuits and disappearing from the sight of both The Scorpion and The Mane-iac.

* * *

When Electro returned, the camera had shorted out completely, the cell door had slid open, and the alarm had gone off. "Come on, now's our chance! I've fried the security cameras control system, they're offline for good!" he shouted to The Scorpion and The Mane-iac.

"But the guards will be here any minute, we'll never make it!" The Mane-iac said nervously.

"Oh, I did more than just short circuit the security cameras," Electro cackled. "I figured the guards would need a little distraction to keep them occupied. I've opened every cell in this entire complex, it's a full scale prison break! The guards will be far too preoccupied with the rest of the inmates to be able to catch us!"

"So we're just going to make a run for it and hope for the best?" The Scorpion asked.

"Don't be silly, we're not going for the direct approach!" Electro explained, as he shot off bolts of electricity at the devices fixed to The Scorpion's tail and The Mane-iac's mane. "The both of you have your powers back, and you're going to need them! Scorpion, use your acid to open a hole in the rear wall, that's going to be our doorway out of here!"

"Oh, I am _so_ gonna enjoy this!" The Scorpion snickered, as she fired off a blast of acid from her tail. The acid quickly dissolved the brick wall at the back of the prison cell, creating a hole to the outside.

"Okay, Mane-iac, use your mane to swing us around to the front gate!" Electro instructed. "I've already taken care of our transportation problem."

"Please keep all hooves and tails inside the ride at all times!" The Mane-iac laughed, as she grabbed The Scorpion and Electro, and then used her mane to latch onto the outer walls of the prison. In a matter of seconds, all three were at the front gate, where an abandoned police carriage awaited them.

* * *

As the carriage drove away from the prison, and sped off into the city of Manehattan itself, The Scorpion and The Mane-iac celebrated their escape. "Electro, we're pleased to have you as our ally." The Scorpion smiled.

"And as our way of saying thanks, we're going to get you a little present," The Mane-iac added. "If you're going to be a super villain, you need a costume that strikes fear into the hearts of your opponents."

"A costume sounds lovely." Electro smirked. In his mind he was thinking. " _You'd better prepare yourself, Spider Mare! Because you're about to be in for the shock of your life!_ "


	6. Shocking News

Back in Ponyville, Cheese Sandwich was more than a little concerned about Pinkie Pie. Even with the attack that had left Starlight badly injured, Pinkie Pie had seemed almost shocked at the idea of Cheese Sandwich returning. Yet, his 'Cheesie Sense' hadn't detected anything out of the ordinary.

Deciding that he needed some advice, Cheese Sandwich went to go visit Pinkie's Aunt Suzanne. He was more than a bit surprised at how she appeared, she looked almost like Pinkie Pie would look if she were in her 60's.

* * *

"It's always nice to have company," Aunt Suzanne said cheerfully. Although her voice was a tad raspy, it contained the sort of gentle and comforting tone that would've led Cheese to believe she was Pinkie's mother, if he didn't know better. "Pinkie Pie is always so busy these days, yet somehow she still sets aside time to come and visit me. Now then, Mr. Cheese Sandwich, what was it you wanted to talk about?"

"Well, it's about Pinkie Pie," Cheese Sandwich replied, a rare frown forming on his face. "Something about her seemed... different. As if she were hiding something."

"Pinkie has always been one to keep things secret for longer than is healthy," Aunt Suzanne commented. "But if you don't mind my asking, what is the reason why _you_ are so worried? Pinkie has lots of friends, including The Cakes. She could easily talk to any of them, or even come to see me if there was something bothering her. You said it yourself, you're a travelling party pony."

"Pinkie was my inspiration, she's what inspired me to become a party pony in the first place," Cheese Sandwich explained. "At first I was content just being a good friend and keeping in touch with her. But lately, I've been feeling something else. I feel like I want her to be a part of my life, like I want her to have somepony she can come home to who cares about her."

"Ah, so you're in love with her," Aunt Suzanne realized, smiling happily. "I'm not surprised, the two of you are a lot alike. Ever since you helped her get over the death of Pokey Pierce, she's been talking fondly about you."

"But I know Pinkie still blames herself for the death of Pokey Pierce," Cheese Sandwich told Aunt Suzanne. "I don't want her to think I'm trying to replace that hole in her heart and make her forget about Pokey."

"Oh, I don't think you need to worry too much about that. Pinkie Pie knows that Pokey Pierce would want her to move on and be happy. And I know she'll never be able to forget about Pokey, not even if she wanted to." Aunt Suzanne replied.

"Even so, how do I go about telling her? It seems like recently Pinkie doesn't want to let me in," Cheese Sandwich replied. "I think part of her might be afraid I'll end up like Pokey Pierce, or her Uncle Al."

"Just don't try to force your way in," Aunt Suzanne advised. "Let her know how you feel, but let her sort out her feelings on her own. And if something _is_ troubling her, in time I know she'll tell you. What's most important is that you get Pinkie to like you for who you are. Eventually, she'll realize how much you care about her. If worse comes to worse, just keep trying but don't push too hard or too soon."

Cheese Sandwich remained silent for a moment, as he carefully took in Aunt Suzanne's advice. Then, he slowly rose from the old sofa he'd been sitting on. Much of Aunt Suzanne's house had clearly seen better days, not that Cheese was complaining. "Well, wish me luck." he said nervously, for he knew he was about to take a big risk. One way or another, he and Pinkie Pie would never be the same after his confession.

"You don't need luck, you just need to be yourself." Aunt Suzanne replied, as Cheese Sandwich headed out the door and went to find Pinkie Pie.

* * *

While Cheese Sandwich was talking with Aunt Suzanne, Pinkie Pie was testing out her new suit, casually swinging from place to place with no real destination in mind. It gave her space to be herself, and be able to think without any distractions.

Almost immediately, Pinkie's thoughts drifted towards Cheese Sandwich. " _I'm glad he's come back to spend some time with me, but why do I suddenly feel so anxious around him?_ " she thought to herself, even though she already knew the answer. She hated to admit it, but she was certain that Cheese Sandwich had developed or was developing romantic feelings for her.

" _I want to tell him that I love him, but a part of me says I'd be lying to myself if I pretended everything was fine. Even if he knows of my secret, how can I be certain he won't end up like Pokey Pierce or Uncle Al?_ ". Pinkie Pie hadn't told anyone about this, but she still suffered occasional nightmares about the death of Pokey Pierce. Except, each nightmare was different. Whether it was facing off against a different super villain, travelling to another city, or having one of her friends (or even one of The Cakes or her parents, heck one time she'd even had a nightmare involving the death of her Aunt Suzanne), something always went wrong. The possibility of having another love life end in tragedy was something that terrified Pinkie to no end.

" _Well, at least this new suit helps me feel better,_ " Pinkie Pie thought, as she continued to swing about. " _It's definitely stronger than my old one, I feel like my webbing's on an infinite loop of resupplying itself, not to mention how much energy I can feel being channeled into my hooves. I bet I could brick through brick walls, if I had to._ "

Deciding that she needed an update on Starlight Glimmer's condition, Pinkie Pie prepared to set off for Twilight's castle. However, before she could do so, something out of the corner of her eye caught her attention. Swooping down for a closer look, Pinkie Pie discovered it was a copy of _The Ponyville Express_. When she picked it up, she nearly gasped in surprise and shock! The headline read: _Prison Break in Manehattan Results in Escape of Super Villains: The notorious Scorpion and Mane-iac now at large in the big city, cops report no leads._

"How could they have escaped?" Pinkie Pie wondered out loud, relieved that nopony was around to hear her. "Well, it doesn't matter. Their friendly neighborhood Spider Mare is going to see to it that they go right back to prison, where they belong!"

* * *

Cheese Sandwich rounded a corner, just in time to see Pinkie Pie as Spider Mare getting ready to take off. "Pinkie, wait!" he cried.

"Cheese Sandwich?!" Pinkie Pie gasped, turning around to face the stallion.

"Pinkie, there's something I need to tell you." Cheese Sandwich said anxiously.

"Whatever it is, I'm afraid it'll have to wait," Pinkie Pie replied. "The Scorpion and The Mane-iac broke out of prison last night, and now they're running free somewhere in Manehattan. Right now, innocent ponies in Manehattan are in harm's way, and they're going to remain that way until I track down and defeat The Scorpion and The Mane-iac once again."

"But Pinkie, I love you!" Cheese Sandwich declared.

"I know you do, Cheese," Pinkie Pie told him, after a moment of hesitation. "But now's not the time to discuss this! The longer I delay going to Manehattan, the more ponies that have to suffer! I'll be fine, I've dealt with both of these clowns before, and with this new spider suit they shouldn't be any trouble." And with that, Pinkie Pie took off for Manehattan.


	7. An Explosive Confrontation: Part 1

It didn't take Pinkie long to travel from Ponyville to Manehattan, she'd made the trip several times as Spider Mare. And the memories of one of her trips was already coming back to her, that fateful trip in which she had lost Pokey Pierce.

Pinkie Pie shook her head to clear her thoughts. " _I can't focus on the past right now, I just need to focus on the present. Once The Scorpion and The Mane-iac are behind bars again, then I can worry about Cheese Sandwich._ " And with that goal in mind, Pinkie Pie swung past the Manehattan Bridge, and into Manehattan itself.

Spider Mare was more than a little surprised at how quiet and empty the city seemed to be, even considering what had happened. But right now, she had a bigger problem to worry about. " _How am I supposed to find those two criminal crackpots?_ " she thought to herself. " _They didn't leave behind any clues or leads. Maybe I should've read the story all the way through first. It'll take hours to comb through this city, and in there's no telling what sort of crimes The Mane-iac and The Scorpion could pull off in that amount of time._ "

However, as luck would have it, at that very moment a police carriage came rushing down the street. From the safety of a rooftop, Spider Mare watched as the carriage sped past, obviously in a hurry. " _Looks like I found my meal ticket,_ " Spider Mare thought eagerly, as she swung after the police carriage. " _I just need to get close enough to plant a tracker web, then I'll let the police dispatch take care of the rest. It's not perfect, but it should give me an idea of where to start looking._ "

Carefully but quickly, Spider Mare followed the police carriage, as she swung across the rooftops of Manehattan. At last, she managed to pull out in front of it. Timing her throw carefully, Spider Mare launched a tracker web at the carriage. It stuck onto the underside, the police were completely unaware it existed. As the carriage disappeared into the distance, Spider Mare adjusted the frequency of the listening device inside her suit, until she was able to pick up the right one. " _I told Twilight the enhanced tracker web was a good idea!_ " she thought to herself, as she carefully listened in on the conversations between the police carriage and the dispatch center.

"Unit 609. Unit 609. Come in 609, over." The dispatch crackled.

"Dispatch, this is 609, we read you loud and clear." a male officer replied.

"We are receiving reports of a hostage situation at the First Manehattan Bank," the dispatch said urgently. "Unconfirmed sources report wanted criminals Scorpion and Mane-iac broke into the bank with an unidentified stallion, and are holed up inside the vault. All available units are to report to the scene at once, and await further instruction!"

"Copy that, dispatch, we're on our way! 609 over and out!" a female officer replied, and the conversation ended.

" _The First Manehattan Bank!_ Should've figured those two would go for a big target like that," Spider Mare thought to herself, as she headed to the bank. " _I'm not sure who that unknown stallion is, but he must be crazy trying to cut a rug with super villains. Oh well, we all live and learn._ "

* * *

By the time Spider Mare reached the bank, the sun was beginning to set off to the west. The entire Manehattan police department was already there, and had barricaded the path behind their patrol carriages. And one unicorn officer was displaying a projection of the situation in the vault, thanks to the aid of a spell that enabled the user to see through walls.

Spider Mare was watching the projection from a distance, and her fur began to crawl at what she could see. The Scorpion and The Mane-iac were indeed inside the vault, holding all the bank employees hostage behind the locked vault door. Spider Mare couldn't see any other ponies besides the super villains and the hostages, but there _was_ something else that caught her attention. Just behind The Mane-iac was a huge bomb with a timer, and a keypad to punch in the code. "They **DO** have hostages!" Spider Mare realized. "And a bomb?! Oh man, this just got a whole lot more complicated."

* * *

"Boss, are you absolutely sure Spider Mare's gonna show up?" The Mane-iac asked nervously, as she spoke with Electro through a well concealed head set. "These hostages are getting restless, I don't know if we can keep them locked up for much longer before they try to revolt."

"Yeah, and I'm getting tired of standing around here!" The Scorpion complained.

"Quit your bellyaching, you two!" Electro snapped in response. "Spider Mare _will_ come, sooner or later. If the hostages try anything funny, turn on the bomb. If Spider Mare hasn't shown up by the time it's ready to go off, I'll swoop by and the three of us will make our escape, while the hostages make a desperate run for it."

Just then, The Scorpion and The Mane-iac heard what sounded like somepony trying to crawl through the air vents. It didn't take them long to realize what that meant. "Oh man! Spider Mare's here, she's in the air vents!" The Scorpion shouted frantically.

"Of course she is, just as I predicted!" Electro replied. "With our bomb and the hostages, she doesn't dare try a direct approach."

"Good thing those vents don't lead right into the vault," The Mane-iac said, breathing a sigh of relief. "There's no way she can get in here without getting past us."

"She won't even get the chance!" The Scorpion vowed. "One blast of my acid, and she'll be out of the way for good! We're going to be rich!"

"Give me a front row seat to the action," The Mane-iac insisted. "I want to be there when Spider Mare meets her end, and that smug little grin gets wiped permanently off her face."

"Don't get careless, you imbeciles!" Electro warned. "Spider Mare _wants_ you both to come out and attack her, that's just the sort of opening she needs!"

"But, we can easily take her, boss!" The Scorpion replied.

"Yeah, we'll wipe the floor with her in ten seconds, and that's if she's lucky," The Mane-iac chuckled. "Then we can get rid of the hostages, clean out the vault, and give the cops the slip!"

"If our plan is to succeed, you must both do as I say and trust my judgement!" Electro demanded. "I could easily activate the bomb right now, and leave you both stuck in the vault with the hostages! I'll call the shots around here, so do as I say if you want to make it out of here in one piece!"

The Mane-iac and The Scorpion both gulped. "Yes, boss." they reluctantly replied.

"Good, that's more like it," Electro said sweetly. "Now, Scorpion, you go out there and look for Spider Mare. Mane-iac, you stay and guard the hostages, make sure they don't try anything funny."

"As you wish, boss." The Scorpion replied. She then waited, until Electro had opened the vault door from the outside. Once she had walked through it, The Scorpion shut the vault door, and went to look for Spider Mare.

* * *

Spider Mare was incredibly anxious, as she made her way through the air vents. "I have to make sure those hostages don't get hurt," she said quietly to herself. "And I need to prevent either The Scorpion or The Mane-iac from activating the bomb. Then I can figure out who or what is behind this, and make them pay." Because she was so fixated on rescuing the hostages, she failed to notice the rising tone of anger in her final statement.

At last, Spider Mare reached the vent that was just outside the vault. Carefully, she removed the vent cover, and dropped down. Unfortunately, The Scorpion was already there, waiting for her.

"Well, well, it's the itsy bitsy spider," The Scorpion teased, before she noticed the new suit Spider Mare had. "That's a nice new suit you got there, too bad it ain't gonna look new for long, because I'm gonna dirty it up real good!" The Scorpion proceeded to shoot off a burst of acid from her tail, which Spider Mare easily dodged.

"Same old Scorpion with the same old tricks," Spider Mare taunted. "You make this too easy. I guess all that time in prison didn't help you learn that you can't beat me!"

"Shut up, rancid wall crawler!" The Scorpion hissed, swinging her tail around in an attempt to hit Spider Mare.

"Too slow, Scorpion!" Spider Mare taunted, as she easily jumped over the tail and delivered a punch to The Scorpion's chest.

The Scorpion was more than a little surprised when that one punch was enough to bring her to her knees. "How can this be?" she muttered to herself. "You were never this strong before."

"Must be because I've been working out." Spider Mare guessed, as she quickly shot a stream of webbing at The Scorpion's tail. In her mind, she was thinking. " _Maybe this suit does more than just give me a new look. If it does, I think I'm gonna keep it, it should be just the thing for putting the smack down on criminal scum._ "

But at that moment, as Spider Mare webbed up The Scorpion, an angry voice bellowed out. "You dunderhead! How hard is it to defeat Spider Mare when you have the element of surprise?!"

"Sorry, boss, she's more powerful than I thought she'd be." The Scorpion apologized.

"Well, it doesn't matter! I will not allow Spider Mare to ruin my plans!" the angry voice replied. "Mane-iac, start the timer on the bomb, and 'take care' of the hostages. Make sure that wretched web spinner doesn't interfere!"

"Yes sir, boss! I won't let you down!" The Mane-iac said with a fiendish chuckle, as she went over to the bomb and turned it on.

* * *

Spider Mare became frantic upon hearing that statement, time was of the essence. Anger coursing through her veins, she picked up the webbed up Scorpion and angrily asked her. "How do I get inside that vault?!"

"The heck if I know! My boss is the one who opened it, I only know how to shut it!" The Scorpion replied. "And I sure as hay ain't gonna tell you the code!"

"If I don't get inside that vault, that bomb will go off and dozens of innocent ponies will die!" Spider Mare hissed.

"Worth it to see you fail!" The Scorpion chuckled. "And don't think you can trick me into thinking I'll be one of those ponies, that bomb doesn't have enough firepower to take out the whole bank, just the vault."

Realizing that she needed a different approach to make The Scorpion talk, Spider Mare quickly pressed The Scorpion up against the wall of the vault. "Tell me how to open that vault, or I'll turn you over to the royal guard! They won't be as kind to you as I've been!"

"You think your threats scare me?" The Scorpion asked. "I ain't afraid of you!"

Furiously, Spider Mare clenched one of her front hooves into a fist, and threw it at the wall just to the left of where The Scorpion was standing. "This is your last warning!" she told The Scorpion. "Unless you want to feel another one of my suped up punches, tell me what I want to know!"

"O-okay, okay! I'll talk, just don't hurt me!" The Scorpion pleaded. "The code is 960572!"

"It better be, for your sake!" Spider Mare growled, as she quickly set The Scorpion on the ground, went over to the panel, and input the code. The vault door slid open, and Spider Mare quickly rushed inside!

* * *

"You're too late, Spider Mare!" The Mane-iac taunted. "The bomb will go off in less than five minutes! I was just about to start taking out the trash!"

"No you won't!" Spider Mare vowed, quickly leaping between The Mane-iac and the hostage she was going to attack. Spider Mare just barely got the mane tentacle before it would've struck the hostage.

"Arrgh! You stubborn fool! I've had enough of your interference!" The Mane-iac said angrily, as she swung more of her mane tentacles towards Spider Mare. Spider Mare barely managed to catch them as well.

"This isn't the time for us to be fighting, Mane-iac!" Spider Mare pleaded. "If I don't diffuse that bomb, we'll both be caught in the blast!"

"That's what you think! I've got a friend who can get me out at the last minute!" The Mane-iac chuckled. "So I'll make a great escape, while you get blown to pieces!"

"You're more of a fool than I thought if you believe that!" Spider Mare replied, as she tied the mane tentacles together. "And it looks like you still have the same weakness! Except this time, you don't have a protective barrier to keep me out!"

"But how did you-That's impossible! My mane is far more powerful than any ordinary mane, you shouldn't be able to tie it up at all!" The Mane-iac exclaimed, as she was forced to her knees.

"When will scum like you ever learn? Crime doesn't pay!" Spider Mare scolded, as she raced over to the bomb.

"Boss, a little help here, please?" The Mane-iac pleaded. "Spider Mare's going to defuse the bomb, I think it's time we cut our losses and high tailed it out of here!"

"Actually, I'm afraid you and The Scorpion won't be going anywhere anytime soon, and neither will Spider Mare," an angry voice said ominously. "I gave you both simple instructions to follow, yet somehow you two managed to blow it! So _I_ will be cutting **MY** losses, while the two of you suffer the same fate as the web slinger you've twice failed to defeat!"

Spider Mare was just about to deactivate the bomb, when a powerful blast of electricity knocked her away from the panel. "What's going on?!" she asked outloud.

"Consider that a taste of what I can do, Spider Mare," the angry voice replied. "I've taken remote control of the bomb, and I don't think I like you messing with it. Hope you've said your prayers."


	8. An Explosive Confrontation: Part 2

Our webslinger found herself in quite the predicament in Manehattan. Now, she was trapped inside of a bank vault with one of the super villains she had helped to put away, along with a bunch of hostages. To make matters worse, the bomb was slowly ticking away, in a matter of minutes it would go off and take out everything in its path.

But is it possible that there's a way for our heroine to escape, and live to swing another day? Well Spider fans, we're about to find out!

* * *

" _Funny, out of all the ways I imagined my end, being stuck in a vault with a bomb wasn't one of them,_ " Spider Mare thought to herself, as the seconds ticked by. " _I'm sorry, Cheese. I know I shouldn't have taken off without saying goodbye, I just hope you'll be able to move on without me. Equestria needs party ponies like you._ "

Meanwhile, The Mane-iac had managed to crawl over to the bomb's control panel, and was frantically typing in codes in an attempt to turn off the bomb. But nothing worked. "I can't believe _this_ is how my life's going to end!" The Mane-iac growled. "This is all your fault, web swinger! If you hadn't show up with your goody two horseshoes heroism, none of this would be happening!"

"Hey, don't be playing the blame game with me, Mane-iac!" Spider Mare snapped back. "If you and The Scorpion had just stayed in jail like you were supposed, we wouldn't be having this conversation! Speaking of which, how _did_ the two of you get out? You have to had help from someone."

"Like I'd ever tell you, you stinkin' spider!" The Mane-iac answered.

"Why not? There's no way either of us are walking out of here in one piece." Spider Mare replied.

"I don't care, it's a secret I'll take to my grave!" The Mane-iac insisted. "But at least you'll be going with me!"

However, at that very moment, Spider Mare and The Mane-iac were surprised to see what appeared to be a small hole forming in one of the walls next to the vault door. And it seemed to grow bigger and bigger with each passing second.

" _Could it be?_ " Spider Mare thought to herself, as the hole grew large enough for its creator to enter.

"Still got it," The Scorpion said to herself, as she emerged from the hole and entered the vault. Then she turned to the hostages. "All of you get out of here, now! Get as far away from this building as you can!"

The hostages were understandably hesitant to do as The Scorpion had asked of them, for all they knew it could be a trap.

"Go! Save yourselves!" Spider Mare ordered. "Don't worry, if these clowns try anything, I'll be here to stop them!"

With that bit of reassurance, the hostages quickly fled through the hole and out onto the streets of Manehattan. Now, only Spider Mare and the two super villains remained in the vault with the ticking time bomb.

* * *

"You're lucky your crummy webs couldn't hold me forever, Spider Mare," The Scorpion taunted. "I suppose a few 'Thank You''s are in order?"

"You'll get one thank you for freeing the hostages, but don't think you're off the hook for what you tried to do," Spider Mare replied seriously. "But for right now, I could use your help. We have to get rid of that bomb!"

"Well, what do you want _us_ to do?" The Mane-iac asked. "That bomb's gonna go off at any second!"

"Then there's no time to waste!" Spider Mare shouted. "Scorpion, can you make a hole in one of the walls at the back of the vault?!"

"You don't even have to say 'please'." The Scorpion laughed, and quickly set to work. Soon, there was a hole in the back of the vault that was the same size as the hole in the front of the vault.

"Quick, Mane-iac, grab that bomb and chuck it as hard as you can through the hole Scorpion made!" Spider Mare instructed. "Hurry, before it's too late!"

"Not until you untie the knot you made in my mane!" The Mane-iac hissed.

"Just don't try anything funny!" Spider Mare replied, as she reluctantly did as the Mane-iac had asked. "There, good enough?"

"Yup, that should do just fine," The Mane-iac chuckled, as she picked up the bomb with her mane. "You all might wanna stand back a bit!" And with a great heave, she hurled the bomb through the hole in the back of the vault.

As The Mane-iac did so, Spider Mare was able to get a close look at the bomb's timer, and she saw that it was going to explode in a matter of seconds. "Hit the deck!" she shouted, dropping to the floor of the vault and pulling The Scorpion and The Mane-iac down with her, she then covered her ears and waited for the explosion!

Barely five seconds after The Mane-iac had tossed it out of the vault, the bomb's timer hit zero. But rather than an enormous explosion, there was a faint puff of smoke, followed by a few brief jolts of electricity.

"Well, whadya know? The bomb was a dud all long." The Scorpion observed.

"I'll bet the boss knew it too, but didn't tell us. He wanted to see us squirm, like worms in the dirt!" The Mane-iac growled. "If I get my hooves on that double crossing scum bag, I'll make him wish he was never born!"

"Which reminds me, who are you two working for?!" Spider Mare asked angrily. "Someone or something helped you break out of that prison, and I want to know who or what it is!"

"And you think we're just going to tell you? Fat chance!" The Scorpion protested.

"Yeah, we don't owe you anything, Spider Mare!" The Mane-iac added. "In fact, I think it's time for a little payback!"

But before either of the two super villains could do anything, Spider Mare quickly webbed them up. "Maybe I wasn't clear before," she said furiously. "Who's your boss?! Tell me, if you don't want to spend weeks in the prison infirmary! I heard the doctors there don't believe in using pain killers!"

"Is that supposed to scare us?" The Mane-iac asked. "'Cause it ain't working."

"Face it, Spider Mare, we ain't talking! And there's nothing you can say or do to change that!" The Scorpion added with a smirk.

Anger welling up inside her, Spider Mare trotted up to The Mane-iac, and pressed her up against the wall. "Apparently you haven't noticed," she said in an ominous tone of voice. "Tonight is **NOT** a good night to test my patience! Now, for the last time, who or what helped you escape?! Talk!"

Any will The Mane-iac had to resist, faded away the moment she got a good look at Spider Mare and the anger contained within her eyes. "Alright, alright, I'll tell you. Just don't hurt me, please!"

"I can't guarantee that until you tell me what I wanna know!" Spider Mare demanded. "Let's hear it!"

"All I know is, he's some nut job who calls himself Electro, and he can travel through or control anything electrical," The Mane-iac confessed. "After this big lab fire, Scorpion and I were forced to share a cell, and that's when _he_ showed up. He told us that if we agreed to let him call the shots, he'd help us escape, and then he'd help us defeat you."

"And how'd that plan turn out for the two of you?" Spider Mare asked in a mocking tone of voice, before she asked. "So, where is Electro now?"

"He said he'd be up on the roof," The Scorpion answered. "He told us he'd only come down to help if he felt his presence was absolutely necessary. We should've known he was playing us for saps."

"Well, I'll see to it that Electro accompanies the two of you back to that prison!" Spider Mare said to the webbed up super villains. " _After_ I drop you two off at the Manehattan Police Department." And she dragged the two villains away, even as they groaned about having to go back to jail.

* * *

Does Spider Mare stand a chance against Electro? What sort of sinister plan is Electro cooking up for our unsuspecting web slinger? And is it just me, or does our favorite wall crawler seem to acting a bit off tonight? Well spider fans, the only way to find out is to read on.


	9. Spider Mare vs Electro

It took a little bit of intimidation, but Spider Mare managed to extract the necessary information about Electro. Sure enough, as she climbed to the top of the same bank she'd been inside of just a short time ago, there was Electro.

Electro was clearly a stallion, but what kind of stallion he was could not be determined. That was because he wore a dark green suit with yellow gloves, and a similarly colored mask in the shape of a five sided star. Each side was a zig zagging lightning bolt shape. The only thing that could be seen through the suit, was what looked like light-blue electrical waves.

Electro had just finished inserting what appeared to be a small ruby into his suit, when he became aware of Spider Mare's presence. "Ah, so you actually decided to show up," Electro snarled, as he glared at Spider Mare. "And it seems those two good for nothing dunderheads were telling the truth, you _do_ have a new suit."

"And you must be Electro, I suppose," Spider Mare replied. "Funny, you're a lot more puny than I thought you'd be."

"And you're a lot stronger than _I_ thought," Electro commented. "I'm a tad bit surprised you were able to defeat The Mane-iac and The Scorpion so effortlessly, when they used to give you so much trouble. But you're still no match for me!"

"That's what they all say! But sooner or later, they all fall." Spider Mare said seriously.

"We'll just see about that, Spider Mare!" Electro replied ominously. "Now you face the master of electricity! Beg for mercy!"

"I won't need to beg for mercy!" Spider Mare told Electro, as she swung forward and threw a punch right into Electro's chest. Much to Spider Mare's surprise, she received a nasty electrical shock while Electro appeared to be unharmed.

"Painful, isn't it?" Electro laughed, as he kicked Spider Mare away without effort. "This suit isn't just a fashion statement, I modified it to increase my electrical powers! You can't hit me without getting several volts worth of electricity, and that jewel I put into the suit has made me even stronger! So you can consider this, check mate! I have more power than I know what to do with, and I think I'll put it to good use by frying you here and now!"

But Spider Mare simply shook her head. "That's not what _real_ power is, Electro. Real power comes from within."

"Don't lecture me about power! If there's one thing I have plenty of, it's power!" Electro boasted, firing off a bolt of electricity at Spider Mare, who barely dodged it. "With my power I can turn off street lamps, disable radios, ground airships, and plunge entire cities into darkness! Now, kneel before your master and soon to be king!"

"King? You? Don't make me laugh." Spider Mare snorted.

"Oh, but I _will_ be king!" Electro vowed, shooting more bolts of electricity towards Spider Mare. "Once the princesses see what I'm capable of, they'll have no choice but to yield to me! And if they refuse, I'll just hold this city as a bargaining chip! Now, hold still, so I can put you out of your misery!"

"Why don't you put me out of my mystery?!" Spider Mare asked, narrowly dodging bolt after bolt of electricity. "Who are you?!"

"You need only know me as Electro, my real identity is not important!" Electro snapped, punching Spider Mare hard and sending her flying backwards across the roof top. "But if you'd like to take off _your_ mask, be my guest. I would love to go down in history as the only one to unmask Spider Mare, in addition to the only one who was able to defeat Spider Mare!"

"Sorry, I make it a habit not to take my mask off around strangers!" Spider Mare teased.

"Then get ready to die!" Electro bellowed, throwing an electrified punch.

Spider Mare barely dodged said punch, only to find that she was leaning on the edge of the rooftop! " _I need to find a way to turn the tide in my favor,_ " Spider Mare thought to herself, then she eyed something on a nearby rooftop. " _That might work._ " she thought to herself, and began to make a plan.

* * *

"Oh my, what is this?" Electro laughed wickedly. "Looks like you're at the end of your rope, Spider Mare."

"Not quite," Spider Mare smirked. "I think a little change of scenery is in order." Dodging another punch from Electro, Spider Mare leaped off the rooftop, and quickly shot out a stream of webbing. In a matter of seconds, she was able to swing herself from the bank roof to the roof of a neighboring apartment. Electro, followed after her.

"Foolish choice, Spider Mare," Electro taunted. "I don't know why you'd want your defeat to be here, but it doesn't matter. This ends now!"

"We'll just see about that, Electro!" Spider Mare replied, as she raced towards Electro.

Electro paired to throw a punch, only for Spider Mare to jump and swing over him. Before he had a chance to realize what was going on, Electro found himself being webbed up by Spider Mare.

"Now that you're all tied up, I think it's time for a little reunion with your so called 'pals' in prison," Spider Mare snickered. "Something tells me they won't exactly be pleased to see you. A pity I won't be around to see how that cage match turns out."

"Insolent web slinger, your flimsy webs won't stop me!" Electro shouted, melting away the webs with electric sparks. Surprisingly, Electro seemed to be completely immune to the massive amounts of electricity he was generating. While Spider Mare was forced to take cover behind a nearby water tower.

" _Darn it, I_ _ **knew**_ _it was too easy! Looks like I'm gonna have to go with Plan B, I just hope it works._ " Spider Mare thought anxiously to herself.

Meanwhile, the now freed Electro was growing impatient. He was shooting off bolts of electricity in every direction, all the while shouting "Where are you, Spider Mare?! I know you're here somewhere, you couldn't have turned tail and run off! Show yourself and face your destruction with dignity!"

"I'm right here, Electro!" Spider Mare cried out, perching herself on the front of the water tower. "But you know, with that accuracy, I'll bet you couldn't even hit the broadside of a barn!"

That remark made Electro furious, and without thinking he hurled a massive blast of electric energy at Spider Mare! "TIME TO DIE, SPIDER MARE!" he shouted!

Spider Mare jumped out of the way of the oncoming blast, as it struck the front of the water tower and exploded with a loud boom! When the smoke cleared, water began to pour out of the hole the blast had created. " _He fell for it, now's my chance!_ " Spider Mare thought. Reacting quickly, she swung around so that she was behind Electro. Then, she fired a ball of webbing at Electro, sending the super villain into the water.

"You fool!" Electro remarked. "Don't you know water and electricity don't mix?"

"Oh, I know that. In fact, I'm counting on it!" Spider Mare smirked, and sure enough Electro's suit began to short circuit as water washed over it. As Electro tried to escape from the gushing water and reach a dry place, Spider Mare spotted what looked like a small hatch just above the chest area. "What do we have here?" she asked, as she used her webbing to open the hatch door, revealing a bright and shiny ruby.

"No! Not my jewel!" Electro pleaded. "I need that jewel!"

"Sorry, but I don't see your name written on it," Spider Mare replied, as she tossed the ruby into the air and then caught it with her webbing before Electro could snatch it. "I hate to do this to such a fine piece of jewelry but-" Spider Mare proceeded to crush the ruby into tiny pieces right before Electro's eyes.

"You shouldn't have done that, Spider Mare!" Electro gasped, as his mouth dropped open in shock. "Now I'm going to make you pay! Pay with your life!" But unfortunately, with his suit now thoroughly soaked with water, Electro was unable to do much of anything. He couldn't channel his energy into any part of it, it was completely useless.

"Looks like you're all washed up, Electro!" Spider Mare replied, kicking the now weakened super villain hard in the chest. "And it's time to shut you down!"

The kick sent Electro flying across the roof, and much to his horror he began to slide off it due to how slippery it was (thanks to the water). However, right as he was about to plummet off the edge, Electro found himself being wrapped up in Spider Mare's webbing. Only this time, he lacked the ability to escape it.

* * *

"Well, that was fairly satisfying," Spider Mare remarked, as she approached Electro. What she said next made the super villain's fur crawl. "But I find there's no more enjoyment to be had, so I'm putting an end to this, permanently!"

"Wait?! What are you doing?! They say you don't kill!" Electro squirmed. "Please, I'll do anything! Spare me, I beg of you!"

"And why should I?" Spider Mare asked angrily. "Scum like you will just break out and cause trouble again, leaving it up to me to put you away! I'm tired of it! You are far too dangerous to live, Electro!"

"But! But!" Electro stuttered, squirming helplessly about it.

"It's time for you to say good bye!" Spider Mare vowed, as her hoof seemed to take on a claw like shape. But just then, Spider Mare seemed to freeze, as if she were having second thoughts about her course of action.

Then, in the distance, a large clock tower struck the hour. The noise echoed through the streets of Manehattan, and to Spider Mare it sounded as if someone had amplified the intensity of the bongs by at least ten times. Her suit seemed to almost come apart, as the clock continued to ring. "What is happening?! That noise, why is it driving me so crazy?!"

At last, the noise stopped. Spider Mare shook her head, and her hoof returned to normal. "What have I done?!" she asked herself, as she quickly swung off of the roof top, leaving the tangled up Electro behind. " _I almost broke my biggest rule back there! I can't let it happen again! I_ _ **won't**_ _let it happen again!_ " She thought to herself, as she set off for home to clear her head. Even though she knew who would be waiting for her.


	10. Pinkie's Puzzling Predicament

It was almost midnight by the time Pinkie Pie returned home from Manehattan, and she was glad that was so. After what had almost happened with Electro, Pinkie found herself overcome with fear. " _What if it happens again?_ " she thought nervously to herself, as she silently approached Sugarcube Corner. " _Heck, why did it happen in the first place? It was like something was trying to control me, make me do things I wouldn't normally do. But that can't be, can it? Could there be some sort of spell placed on this new suit that altered my emotions?_ "

Carefully swinging onto the balcony leading to her room, Pinkie Pie sat there and remained perched for a while, as she gazed up at the moonlit sky, reflecting on her other problem: What to do with Cheese Sandwich's "feelings" towards her. " _I want to be with him, but at the same time, I don't know if I can throw myself into danger knowing that he'll be waiting for me to return. I don't want to lose him like I lost Uncle Al and Pokey Pierce._ "

At last, unable to come up with a satisfying answer, Pinkie Pie went into her room. The new suit slowly vanishing, as she fell onto her bed and closed her eyes. It had been a long night, and sleep looked like it was not going to come easily.

* * *

Pinkie Pie didn't wake up next morning until well after the rooster had crowed. Despite managing to get a few hours sleep, she felt no happier about either of her situations than she had the night before.

For a moment, Pinkie eyed her old spider suit, which sat lonely and neglected in the corner. " _Maybe I should just go back to the old suit,_ " she thought to herself. " _At least then I knew for sure I was in control of my emotions._ " But a voice in the back of her head said to her "Now's not the time to change back to the old suit. You'll need the enhanced powers of your current suit for as long as Electro remains at large."

Unable to think of a good counter argument, Pinkie walked past her old spider suit, and headed downstairs. First thing's first, she needed to find Cheese Sandwich, and confirm that she wasn't perhaps misinterpreting his behavior. The last thing she wanted was to make a fool of herself by assuming Cheese Sandwich loved her, only to find out he actually didn't. Of course, Pinkie Pie was ninety nine percent certain Cheese Sandwich at least had a crush on her, but there was only one way she could find out for sure.

It didn't take long for Pinkie to find Cheese Sandwich, he happened to be out and about in the center of town. And as soon as Pinkie laid eyes on him, she felt a knot in her stomach growing tighter and tighter. She knew what she would need to ask, and what the likely response was going to be. The only thing she hadn't worked out yet, was what she would say if her suspicions were proven correct.

"Hello, Pinkie. So nice to see you again, especially on a nice day like this." Cheese Sandwich greeted with a smile.

"It's nice to see you too, Cheese Sandwich," Pinkie Pie replied, barely able to force a smile. "In fact, I've been looking for you. There's... something we need to discuss."

"What's wrong?" Cheese Sandwich asked. "Are you feeling okay?"

With a sigh, Pinkie Pie reluctantly decided to ask the big question. "You love me, don't you?"

Cheese Sandwich eagerly replied. "Of course I love you, Pinkie. Ever since that fateful party all those years ago, I couldn't stop thinking about you. Part of the reason why I came to Ponyville was so I could spend time with you. Why do you ask?"

"Just needed to make sure I wasn't assuming things," Pinkie Pie explained, sighing once again. "Of course, I had a hunch you were in love with me. But a part of me didn't want to believe it until I heard it from you."

"Well, now you know. So, how do _you_ feel about _me_?" Cheese Sandwich asked Pinkie. "Be honest, I'll understand if perhaps this is too soon. It's only been the better half of a year since Pokey Pierce's death, and I know you still miss him dearly."

"It's not Pokey Pierce that's the problem," Pinkie Pie replied, the smile fading from her face. "I know he'd want me to move on and be happy with somepony else. And it's not you either, you're a wonderful stallion. It's me."

"What are you talking about, Pinkie? You've got a loving family, lots of friends, and a double life as a crime fighting super heroine!" Cheese Sandwich said eagerly.

"And that's the problem," Pinkie Pie reluctantly told Cheese Sandwich. "I love you Cheese Sandwich, I really do! But I don't know if I can keep up the double life, knowing that you'll be expecting me to come home in one piece. It's hard enough to think about what would happen to The Cakes or my friends if I were to meet my end fighting some super villain, or even just a criminal that got lucky. You said it yourself, you're The Super Duper Party Pony! You're even better at party planning then I am, because you travel all over Equestria to plan parties. Without you, who knows if all of Equestria would ever be able to smile again?"

"Equestria would find a way, just as it did before I became a party pony." Cheese Sandwich replied.

"But what about you?" Pinkie Pie asked, trying desperately to hold back tears. "What would happen to you if I one day I took off to fight crime somewhere, and I never came home? How would _you_ cope?"

Cheese Sandwich opened his mouth to say something, but suddenly he found himself at a loss for words. It was as if he'd never considered such a thing before.

"So do you see now?" Pinkie Pie asked. "How I can put my life at risk knowing that you'll be waiting for me? I never considered such a thing when I was with Pokey Pierce, and now I wish I really had. Maybe if I'd considered this before I started a relationship with him, he'd still be alive. I don't want to lose you, Cheese Sandwich, you're too important! To me, and to Equestria as a whole!"

"Pinkie, please! We can work through those concerns together!" Cheese Sandwich pleaded. "Don't let what happened with Pokey Pierce and the fear of losing me keep us apart! I love you!"

"I know you do, Cheese Sandwich," Pinkie Pie unhappily replied, as she turned and trotted away. "But for now, I just... need some time to think." In her mind she was thinking. " _At least I need to think about how to deal with what almost happened last night. If the suit really_ _ **is**_ _alive or trying to control me, I need to know how to thwart it. Maybe Twilight will have some ideas._ " And with that, Pinkie Pie set off for Twilight's castle, leaving Cheese Sandwich behind.

" _Pinkie, please don't push me away out of fear,_ " Cheese Sandwich thought, as he watched Pinkie Pie leave. " _Whatever's troubling you, I just want to help._ "

* * *

Twilight was quite surprised to receive a knock on her front door. She hadn't been expecting company. Even so, she wasn't about to turn away a guest that had knocked politely (as opposed to the last guest, who had come charging in unannounced).

Upon opening the front door, Twilight was quite surprised to see Pinkie Pie in what appeared to be a blackish-blue alien spider suit. "Pinkie?" she asked.

"Twilight, you _have_ to help me!" Pinkie Pie pleaded.

"Help you with?" Twilight asked with a most puzzling look on her face.

"It's this new suit!" Pinkie replied. "I think it's alive, and it's trying to control me!"

"Pinkie, don't be ridiculous, clothes don't just come to life." Twilight said with a shake of her head.

"I think this spider suit begs to differ," Pinkie protested. "Please, just run some tests on it or something! If I'm wrong, you can laugh at me and call me a fool all you want."

"Oh, very well," Twilight sighed, as she allowed Pinkie to enter the castle. "But before we begin, I think there's somepony here who you'll be very pleased to see again."

For the first time since waking up that morning, Pinkie Pie felt like she was genuinely going to smile. "Do you mean-" she began.

"-She sure does." a familiar voice replied in a friendly tone. Pinkie spun around, and saw Starlight Glimmer, still looking a bit singed from where she'd been struck but otherwise unharmed.

"Starlight!" Pinkie Pie squealed happily, running over and embracing her friend in a big hug. "You're all better?"

"For the most part," Starlight nodded. "The doctors say it's a real miracle I pulled through. But, it came with a bit of a price."

"What sort of price?" Pinkie Pie asked. "You look fine to me."

Starlight's response was to light up her horn, and encase the glow around her front right hoof. Much to Pinkie's shock, when the glow had faded the hoof was gone! "Apparently, getting hit with your own magic can cause lots of problem. In my case, it resulted in a magic build up," Starlight explained. "They were able to get it confined to my front right hoof, but it had to be removed in order to prevent the build up from spreading and causing more damage."

"Oh, Starlight. I'm so sorry you had to lose your front right hoof," Pinkie replied, her happy mood fading. "I should've been there for you."

"Don't blame yourself, Pinkie. You couldn't have known about that armored stallion," Starlight said, using her front left hoof to reassuringly embrace her friend. "What matters is that I'm okay, and thanks to you the thief who took the meteorite fragment went to jail. Plus, losing my hoof has gotten me interested in a new field of research, one that I think could help lots of ponies and non ponies."

"Just don't get obsessed with it like you did with equality and revenge." Pinkie Pie joked.

Starlight said nothing, she just looked away shamefully. Despite how long she'd spent with Twilight, she still hated being reminded of her past misdeeds.

* * *

The next few hours passed anxiously for Pinkie Pie, as Twilight, Starlight, and Spike all examined her new spider suit quite thoroughly.

Twilight and Starlight also took the liberty of comparing their notes on the suit, with the notes about the meteorite fragment (since Pinkie had recovered it, they had spent time study its properties. First Twilight and Spike, and then Twilight, Starlight, and Spike once Starlight had come home from the hospital).

All the while, Pinkie Pie's thoughts kept drifting back to Cheese Sandwich, and she realized now that she had been too harsh with him earlier. Having allowed her fears to cloud her sense of reasoning. " _I didn't mean to drive him away and make him worry,_ " she thought to herself, wishing it was possible to punch oneself simply by thinking about it. " _How could I have been so stupid?! Even if something_ _ **did**_ _happen to me or happened to Cheese, Equestria would eventually find a way to move on. What I should've focused on was the present, not the possible future. Well, once I know what's going on with my new suit, I'm going to find Cheese and apologize. I just hope he'll still want me._ "

At last, the extensive testing and examining of Pinkie's new suit came to an end. But Twilight had some very bad news. "After careful examination of the suit, Starlight and I have come to the conclusion it is indeed alive. Apparently, some kind of alien lived inside of that meteorite, and while you were battling The Rhino it found a way to leap from its home to your spider suit."

"That explains the mysterious black blob, and why it wasn't on my old suit when I checked on it this morning!" Pinkie Pie realized.

"It gets worse," Starlight glumly added. "The suit puts an increased mental strain on the user, increasing the frequency of emotions such as fear and anger. If you are not in a clear state of mind, free of outside distractions, the alien that makes up the suit can take control. You've got to get rid of it, Pinkie!"

"Okay, but how?" Pinkie asked. "Any weaknesses?"

"From what we could gather, this alien life form has _no_ weaknesses," Twilight said seriously. "The only way it will come off is if you tell it to!"

"And why should I do that?!" Pinkie Pie snapped, as she approached Twilight with a look that seemed anything but pleasant. "This suit has given me incredible new powers, I'm at least twice as strong as I was before! And given the kinds of threats I'm encountering these days, I need all the strength I can get! Who are you to tell me I should get rid of it?! I can train myself to keep up with the demands the suit brings!"

"Pinkie, calm down!" Spike pleaded. "The suit's trying to take control again, you can't let that happen. Just take it off, it's not worth the risks! You might do something you'll come to regret!"

Pinkie Pie shook her head, and took some deep breaths. That seemed to do the trick, she was back in control. "You're right, Spike. I **HAVE** to take off this suit!" she realized.

* * *

But at that moment, there came a scream from outside the castle. Seconds later, Rainbow Dash came zooming in with a look that made it seem as if she'd just seen a ghost. "It's Electro!" she panted, struggling to catch her breath. "He's terrorizing Time Turner's place!"

"What does he want with the good doctor?" Twilight asked.

"He's demanding that the doc fix him," Rainbow Dash explained. "Says he'll blow up the lab and everything in it, including the doctor!"

"This is my fault, _I_ brought him here," Pinkie Pie said glumly. "When I left him on that rooftop in Manehattan, he was humiliated and furious. He's attacking the doc to lure me out, he wants revenge."

"Then you have to stay here!" Starlight pleaded. "Let us deal with Electro, you focus on getting rid of your new suit."

"Electro by yourselves? Thanks but no thanks!" Pinkie Pie said seriously. "The last time I put myself before others, Uncle Al payed the price! I'll deal with Electro once and for all, then I'll worry about the suit."

"But Pinkie-" Starlight demanded.

"I'll be fine, somehow I'll keep the suit from controlling me," Pinkie Pie replied. "Right now, there's an innocent pony whose life could be at stake. I have to make sure he doesn't get hurt. The rest of you stay out of this! If anything happens to me, send for the royal guard!" And with that, Pinkie Pie swung out of the castle window, bound for Time Turner's lab.


	11. Tick Tock

Electro was indeed at Time Turner's lab, but not for the reasons you might think. For you see, spidey fans, ever since his defeat and near death experience at the hooves of Spider Mare, Electro had come to a realization. And so it was that he had come to Ponyville, searching not for power, but for a cure.

"Doc, you're one of the greatest scientific minds in all of Equestria!" Electro pleaded. "You've got to be able to cure me!"

"How can I even hope to cure you if I don't know what caused this?" Time Turner replied, despite Electro having pressed him up against a wall. "It could takes months, years even. Without a proper understanding of the cause, there's no way I can whip up a cure."

"Months?! Years?! That's time I don't have!" Electro complained in a horrified tone. "I've only got days, maybe a week tops, before there's no hope left for me. As the days pass, I lose more and more of myself to this new state! Cure me, now!"

"Must I repeat myself?!" Time Turner said stubbornly. "A cure will take time, I have to know what's caused this condition. I can't just throw stuff at the wall and see what sticks, that's not how science works!"

"Quit making up excuses! Either cure me, or get out of my way! And I suggest you make up your mind now, before I _really_ get upset." Electro warned.

"What's all this?" a familiar cocky voice called from afar. "Terrorizing the poor good doctor? Not on my watch."

"Oh no, not you!" Electro complained, as he turned around to see what he had feared. There was Spider Mare, perched innocently on a nearby window ledge. "Stay out of this, wall crawler! I'm in no mood for your wise cracks!"

"Reasonable advice," Spider Mare acknowledged, before leaping down from the window ledge and into the lab itself. "But lately, I haven't had much use for reason. I'll only say this once, Electro. Leave now, and turn yourself in! We both know who will in a fight, or did you forget Manehattan?"

"I learn from my mistakes, Spider Mare!" Electro warned. "I underestimated you during our last encounter, a mistake I won't make again. This time, the gloves are off!" And with that, he fired off a huge bolt of electricity!

Spider Mare jumped out of the way, surprised at how fast the bolt had traveled. " _This isn't going to be easy!_ " she realized. " _Especially when there's an innocent civilian who could get caught in the crossfire. I'd better end this quick, for the doctor's sake!_ "

"What's the matter, Spider Mare? Too afraid to fight me?" Electro taunted.

"Hardly," Spider Mare replied, launching a few web balls at Electro, and then swinging forward to kick him and knock him down to the floor. "How's that?"

"Pathetic!" Electro growled, launching a series of electric bolts at Spider Mare. Spider Mare ended up having to duck for cover behind tables and desks in the lab, the bolts were travelling too fast for her to dodge all of them.

* * *

Spider Mare and Electro soon locked into a pattern of trading punches, kicks, and electric or web attacks. While also dodging whatever the other threw at them. Meanwhile, Time Turner could do nothing but watch the intense battle from behind a table full of various chemicals. Only getting a glimpse of the action whenever he felt brave enough to poke his head out from behind the table.

Suddenly, a huge bolt of electricity came flying directly towards him! Time Turner ducked, and the blast just barely missed him, striking the wall directly behind him. "Great wickering stallions!" he exclaimed. "They always said super heroes and super villains were science fiction, yet here they are! This could be the greatest scientific discovery since Star Swirl The Bearded's amniomorphic spell!"

"Science fiction?! How's this for science fiction?!" Electro snapped, turning his attention towards Time Turner. "You refuse to cure me, and now you're going to use me as a study to further your own agenda?! You're a disgrace to the scientific community!"

"Please, you don't understand!" Time Turner pleaded. "I want to help you, but the only way to do so is to study you in depth, find out what makes you tick! The first step to finding a cure, is determining the problem!"

"Doc, please! You have to get out of here!" Spider Mare shouted. "This is between me and Electro! Forget about the research possibilities, think about your own life! Think about your friends and research partners!" But just then, she was hit by a powerful blast of electricity from Electro, and sent flying.

"Spider Mare!" Time Turner cried, as the reality of the dangerous situation he was in solely crept into the forefront of his mind.

"Relax, a voltage like that might cause some nerve damage, but she'll live," Electro smirked, as he approached Time Turner. "Now that she's out of the way, I hope you'll reconsider your options. You can either cure me, and we both walk away free stallions. Or you can resist, and after I've fried you and Spider Mare, I'll help myself to your research and cure myself!"

However, just as soon as Electro had finished making his threat, something sticky struck him from behind. "What?! Impossible!" he exclaimed.

"Man, I _love_ this new suit!" Spider Mare said happily, as she pulled Electro close to her. "It's amazing, one moment I felt a sharp sting and the next moment nothing! Looks like you're not so tough without that jewel to boost your powers, eh Electro?!"

Meanwhile, Time Turner had finally decided to run away from his lab. The possible negative outcomes far outweighed any research potential that could be obtained from the current situation. " _Maybe I should just stick to clock making and fixing,_ " he thought to himself. " _Not since the bugbear attack has my life been in this much danger!_ "

"No! Don't run away from me, I need you!" Electro shouted at Time Turner, throwing a massive bolt of electricity in the doctor's general direction. Unfortunately, in his anger, Electro's aim was off. The bolt hit the table full of potions and vials, shattering them and causing their contents to spill. A small explosion shook the lab, as flames began to spew forth.

Despite his fleeting memories from before he became a super villain, Electro could still remember the accident at his own lab that turned him into the monstrosity he now was. Just like before, everything he'd pinned his hopes on seemed to be gone, and this time there was no silver lining to look forward to.

* * *

"It's a good think doc ran when he did," Spider Mare said to herself, as she used her webbing to yank a fire extinguisher off the wall and use it to put out the fire. "If he'd stayed behind, he would've been killed."

But Electro was anything but relieved or happy, he was outright furious. "NOOOOOOOOOOOOOOOOOOOOOOO!" he bellowed at the top of his lungs, as electricity surged all around, crackling and sizzling quite loudly. "My only hope to be cured, it's gone! All because of you!" he shouted at Spider Mare.

"Because of me? I fail to see how this is my fault," Spider Mare replied. "You were the one who frightened the good doctor, and tried to force him to cure you. I gave you a chance to surrender, and you didn't take it."

"You don't get it!" Electro snapped. "The doc was my last hope to be normal, my last chance to go back to the way I was! And because of _you_ , any leads he might have had amongst those chemicals are gone! Without a cure, there's no hope left for me. The demons inside of me have won, I can never go back to my old self! I'm Electro for the rest of my life!"

"That still isn't my fault, I don't even know who you used to be," Spider Mare told Electro. "But it's not too late, if you give up now maybe my good friend Princess Twilight can find a way to cure you!"

"Magic can't fix this, Spider Mare!" Electro growled. "There's only one way you can hope to stop me, this time! You couldn't do it last time, but this time you'll **have** to kill me! Because if you don't, my powers will kill the light! Equestria will plunge into darkness, and everyone will finally know what it's like to live in my world! A world without light, a world without mercy, and a world without Spider Mare! It'll fall to the princesses to destroy me, and by that point all shall know my name!"

"And what _is_ your name?" Spider Mare asked nervously.

"Electro, of course! That's all I ever will be!" Electro replied in an ominously calm voice. "I've done trying to fight the monster inside me, I was wrong to reject it. Now, I have embraced it, and with it I now posses the power I need to fry you into oblivion! IF THERE'S ONE THING I HAVE, IT'S POWER BEYOND COMPREHENSION!"

Spider Mare barely had any time to react, before Electro came charging at her. A huge amount of electricity stored in his fists! It was obvious that Electro had powered up, and was too dangerous to attack head on. Spider Mare would have to depend on her web attacks to carry the day,

* * *

"Come on, Spider Mare! Stop holding back on me!" Electro taunted, deflecting yet another web ball. "Either you kill me, or I kill you! One way or another, it all ends tonight!"

"I spared your life, I gave you a second chance!" Spider Mare pleaded. "You should have taken it!"

"I tried to, but you wouldn't let me change!" Electro snapped. "You wanted me as the bad guy, and that's what you got! So now you've got no choice, you _have_ to kill me! It's justified self defense!"

"No, there's a better way! I know there is!" Spider Mare insisted, but deep down she wasn't so sure. " _Is there?_ " she thought to herself. " _It seems like every time I spare the most powerful super villains, they always come back and terrorize innocents. If I had made sure The Green Griffon was destroyed in that fire, I never would've lost Pokey Pierce! And if I hadn't spared Electro, this fight wouldn't be happening and Time Turner wouldn't have lost months of research. Maybe Electro's right, maybe I_ _ **do**_ _have to kill him! If only because he's too dangerous to be kept alive._ "

"So, what's it going to be, Spider Mare?!" Electro asked. "Are you going to kill me, or I am going to kill you?! I don't have all night!"

"You want me to kill you, Electro?" Spider Mare asked in an ominous tone of voice, as she shot out a huge stream of webbing. "Well guess what, wish granted!"

"That's it! Give into your inner demons!" Electro smirked, even as he was enveloped in the webbing and pulled close to Spider Mare. "Now you'll see why you're better off without a moral compass. The world as we know it is cruel, wicked, and unfair, it doesn't care for morality. What good does it do you to be the 'Good Guy' when it's the 'Bad Guys' who get everything they want in life?"

"I've heard enough out of you," Spider Mare said darkly, as she pulled Electro close with one front hoof while her other hoof formed a sharp claw. "It's time to shut you up for good!"

"Do it! End it now!" Electro demanded.

Spider Mare prepared to do so, but as she was about to bring the claw down and deliver the blow, she stopped. Looking into the terrified face of Electro, she saw only the face of her Uncle Al, looking at her with a face that seemed to plead with her against doing what she wanted.

"What are you waiting for?!" Electro angrily asked. "You know you want to!"

"I do, and yet I don't. All I know is, killing you isn't the answer." Spider Mare replied, as her claw turned back into a hoof. Then, before she had a chance to reconsider her course of action, she shot a ball of webbing at Electro's mouth, and tied him up tightly so that he couldn't break free. With Electro taken care of, Spider Mare fled the lab as quickly as she could.

Just then, the clock tower struck the hour, nine o'clock! Just like in Manehattan, the noise seemed to become amplified to Spider Mare, causing her suit to appear to break apart. It was then she remembered Twilight's warning about the suit being alive. "You hate loud noises, don't you?" Spider Mare asked the suit. "Well, unfortunately for you, we're going right to the source of that loud noise. It's time I got rid of you for good."

Spider Mare set off for the clock tower, unaware that Cheese Sandwich had spotted her and was following from a distance. He couldn't really explain why, but he was very worried about Pinkie, he feared something bad was going to happen to her. Little did he know, that by following Pinkie to the clock tower, he was unintentionally setting into motion an event that would spawn Spider Mare's greatest foe yet!

* * *

The bongs from the clock tower grew louder and louder, as Spider Mare approached it and quickly climbed up to the very top where the bell was housed. Five bongs had already rang out by the time Spider Mare pulled herself up to the bell's location.

The alien suit was frantic, Spider Mare was so close to the ringing bell that the noise couldn't be any louder. Despite every effort to keep hold Pinkie Pie back, the suit began to break apart!

"I **NEVER** should've kept you after I found out the truth!" Pinkie Pie said furiously, as she continued to creep closer and closer to the bell, and the suit continued to break apart. "I don't care how powerful you made me become, it's come with a price I refuse to pay! So you can crawl back to whatever hole it is you crept out of, I don't need you in my life anymore! This is goodbye!" And as the ninth and final bong rang out, the suit completely broke apart for good! Pinkie Pie was back to normal, as she watched the suit turn into a blackish-blue slime and slowly drip down through the wooden planks of the bell tower. Pinkie Pie breathed a sigh of relief. " _The nightmare's over,_ " she thought to herself. " _Now I can finally tell Cheese Sandwich how I_ _ **really**_ _feel, I never should've tried to push him away. I hope he'll be able to forgive me._ "

Unknown to Pinkie Pie, as she climbed down the face of the clock tower, Cheese Sandwich was inside it. Since he couldn't climb up the clock tower the same way Pinkie Pie could, he had taken the stairs. "I just wish I knew what was troubling her," he said to himself. "Pinkie, why do you have to be so hard to figure out?"

"Oh, you want to help Pinkie Pie?" an unfamiliar echoy voice called.

"Who's there?" Cheese Sandwich nervously asked.

"A friend," the voice replied, its owner refusing to show itself. "What if we told you, there was a way you could _help_ Pinkie Pie, even when she's off fighting crime as Spider Mare?"

"You mean, you could give me powers just like hers?" Cheese Sandwich asked the voice.

"Something like that," the voice replied. "The only question now is, do you accept our offer?"

"Yes." Cheese Sandwich firmly nodded, suspecting nothing.

"Excellent!" the voice said with a laugh, as Cheese Sandwich suddenly felt something slimy splash onto him. If anyone had been watching, they would've seen a monster alien spider like figure take shape where Cheese Sandwich was standing.

Cheese Sandwich didn't realize until too late what was going on. " _Pinkie, please forgive me._ " he thought to himself.


	12. Venom!

When Pinkie Pie woke up the next morning, she was surprised at how good she felt. For what felt like the first time in ages, her life seemed to have nowhere to go but up.

" _Getting rid of that alien suit definitely helped,_ " Pinkie Pie thought to herself, relieved to see that her old spider suit was still there. " _I should probably talk to Twilight about making a few 'improvements' to my old suit though, just in case Electro ever decides to break out of jail._ "

After a delicious breakfast with The Cakes, Pinkie Pie headed out the door to find Cheese Sandwich. She was looking forward to finally telling him how she _really_ felt about a relationship with him.

But despite searching all over town, Pinkie Pie couldn't find a trace of Cheese Sandwich anywhere. And no one had seen or heard from him since last night, so the chances of him getting a "Cheesie Sense" informing him of another party somewhere seemed unlikely. "A day or two ago, Cheese Sandwich seemed to love being around me. Now it's like he's vanished into thin air," Pinkie Pie thought out loud, as her search continued to no avail. "There's got to be a reason for this. Was it because of how I acted yesterday? Did I really ruin my only chance with him because of that stupid suit, and my own stupid fears?"

Eventually, Pinkie Pie decided it was no use trying to look for Cheese Sandwich. Wherever he was, he didn't want to be found. Pinkie Pie was more than a little unhappy with this idea, but quickly pushed Cheese Sandwich to the back of her mind. " _I guess I can see how Starlight's doing now that she's out of the hospital,_ " Pinkie thought to herself. " _And see if Twilight can help me 'upgrade' my spider suit, I've already got a few ideas in mind._ "

* * *

As Pinkie Pie made her way through town on the way to Twilight's castle, she was suddenly surprised to overhear Berry Punch talking to Cheerilee about something. Her curiosity getting the better of her, Pinkie Pie crept closer so she could better hear what was being discussed.

"I tell you, Cheerilee. It was the strangest thing," Berry Punch spoke up. "Last night, I was fast asleep in my bed, minding my own business. And then all of a sudden, there's this tremendous roar and the sounds of something scraping against the wood. When I went out to investigate, all I could see were giant claw marks on the side of my house, and what seemed like a giant black spider creature running away in the distance."

"Berry, you've been drinking too much cider, again," Cheerilee said with a shake of her head. "You probably saw was just a raccoon or something, they _do_ tend to pop up in Ponyville quite often at this time of year."

"But I know what I saw! I swear I saw it with my own two eyes!" Berry Punch insisted.

"Spiders crawl on eight legs, they don't walk on two or four," Cheerilee replied. "And it couldn't have been that Electro guy either, Spider Mare had him roped up and ready for jail before midnight. Plus, Electro would've been pretty hard to mistake for something else."

"Come on, Cheerilee. I'm not making this up!" Berry Punch pleaded. "Please, you've gotta believe me! Come take a look at my house and see for yourself, no creature I know could've caused this much destruction!"

"If i come along, do you promise to stop drinking cider all the time?" Cheerilee asked Berry Punch.

"Only if you can prove it really _was_ a raccoon or some other familiar creature that caused all of this." Berry Punch said to Cheerilee, and quickly dragged her away.

" _That's weird,_ " Pinkie Pie thought to herself. " _If Berry Punch's home_ _ **was**_ _attacked last night, then why didn't my 'Pinkie Sense' tell me about it? Even if it was just a racoon, I should've still been alerted to its presence. Is my 'Pinkie Sense' on the fritz or something?_ "

Deciding it was best not to take chances, Pinkie Pie dug into the saddle bag she'd been carrying, and pulled out her spider suit. She proceeded to quickly change into it, not particularly caring who saw her. " _Most of Ponyville already knows my secret anyway,_ " Pinkie Pie thought to herself, as she donned her spider mare outfit. " _I just hope I'm not too late to stop whatever new threat has surfaced,_ " Then Pinkie gasped! " _What if this new menace is the reason why I can't find Cheese Sandwich?! Oh, whoever or whatever took him away from me is going to be sorry!_ "

* * *

Following a trail of what appeared to be mysterious "hoofprints", Spider Mare traced the path of the creature that passed by Berry Punch's house. Much to her surprise, she found that the creature's path seemed to start at the clock tower, and that Berry Punch's house wasn't the only one to have been attacked by said creature. Quite a few houses along a path from the clock tower to the center of town appeared to have been struck in some way, shape, or form by the creature. But only Berry Punch had seen anything close to what it looked like.

" _I don't like this, I don't like this at all. Something's going on here._ " Spider Mare thought to herself, as the trail led right into the heart of Ponyville town square, then seemed to suddenly stop near the fountain.

All of a sudden, from out of nowhere a massive claw swiped at Spider Mare! Landing a blow that sent her crashing into the fountain. A fiendish echoey laugh was soon heard, as Spider Mare picked herself up. "Did anypony get the number of that carriage?" she muttered to herself.

"Too bad we're more like a tank!" the fiendish voice laughed, revealing itself to be what looked like a giant blackish-blue alien like spider monster. Almost like the suit Spider Mare had been wearing last night, only bigger and wider. "What's wrong, Spider Mare? 'Spider Sense' didn't tingle, hm?"

"You know about my 'Spider Sense'?" Spider Mare nervously asked the creature.

"Oh, we know a lot more than just that," the spider monster laughed. "You may not know a thing about us, but we know **EVERYTHING** there is to know about you. After all, we once _were_ you, but now we have bonded with somepony better suited to our 'gifts'!"

"I don't care who you 'bonded' with!" Spider Mare said angrily. "You're not going to terrorize this town on my watch! I don't know how you managed to avoid detection by my 'Spider Sense', but you can't hide from justice!"

Spider Mare raced forward, prepared to deliver a punch to the spider monster's chest. But right as she was about to it, a familiar face emerged from the head of the creature. Spider Mare halted in her tracks, could it be? "Cheese Sandwich?" she asked.

"Pinkie, I'm sorry! It tricked me!" Cheese Sandwich pleaded. "I didn't know what it would do to me! It's trying to control me!"

"What do you mean..." Spider Mare began, then it hit her. This creature was spawned from the alien suit that she had tried to get rid of, and now it had taken control of Cheese Sandwich in an attempt to get revenge.

"Please, Pinkie, don't worry about me," Cheese Sandwich insisted, as his face began to be enveloped by the blackish-blue smile. "You must stop it before it hurts anyone else!"

"Ah, poor little Cheese Sandwich," the spider monster said with a snake like laugh that echoed everywhere. "So desperate to help the mare he loved so dearly. He played right into our claws, now he is a part of our mission. Destroying you, for rejecting our power! From this moment onward, we are poison to Spider Mare **AND** Pinkie Pie! So we call ourselves, Venom! The very symbiote that Pinkie Pie attempted to dispose of, Cheese Sandwich embraced with open hooves!"

"Liar! You tricked him, just like you tricked me!" Spider Mare snapped, throwing her intended punch at Venom's chest. However, rather than make an impact, Spider Mare's fist sank right into Venom's skin.

"Is that the best you can do, Spider Mare?" Venom taunted. "Your flimsy little punches and kicks won't phase us!"

"Stop saying we and us, Cheese Sandwich didn't willingly join you!" Spider Mare demanded.

"It doesn't matter if Cheese Sandwich isn't willing to work with us, what matters is that he is a host," Venom laughed. "We symbiotes have no true gender, male and female don't really exist where we come from. Imagine what you turned down when you tried to destroy us, you turned down a power the likes of which not even the alicorns could hope to wield."

"But you also made me lose control, you almost made me kill, twice!" Spider Mare protested, as she tried unsuccessfully to break free.

"Nonsense, we merely gave you the motivation to do what you couldn't bring yourself to do before," Venom explained, as he picked up Spider Mare and began to repeatedly punch her all over. "You'd love to claim that we tried to turn you into a villain instead of a hero, but the true of the matter is _you're_ the villain around here! And your destruction shall bring us happiness on a level you can't imagine!" Then he tossed Spider Mare over his shoulder, causing her crash into an empty cart.

"I never imagined I'd run out of ways to say 'Ow'!" Spider Mare groaned, as she picked herself up and shot a stream of webbing towards Venom.

Venom easily grabbed the wedding, and ripped it apart. "Such flimsy webbing. Here, have some of mine!" he taunted, shooting a huge stream of webbing that Spider Mare attempted to dodge, only to have her back left hoof be snagged by it. "Now, to put you out of _my_ misery. I'm getting bored." Venom said, before he hurled Spider Mare through the air with the webbing stream. Bringing her down to the ground with a loud crash!

* * *

Spider Mare found herself unable to move once the dust had settled, Venom's webbing had left her completely tied up. "Well, isn't this ironic?" she commented to herself, as Venom approached her.

"You never had a chance, Spider Mare. You're old and predictable, and that's why you lost," Venom chuckled, as he brought his claws out in front of him. As he raised one over Spider Mare's head and prepared to strike her he said. "Now, Cheese Sandwich might feel bad about this, Pinkie. But don't worry, we'll bring him around, eventually."

Spider Mare shut her eyes, waiting for the end to come. But it never did. Much to her surprise, Venom seemed to be going through his own personal struggle. Spider Mare soon realized what was going on. "You're losing control to Cheese Sandwich," she smirked. "He can't bring himself to hurt me."

"No one's losing control!" Venom snapped, even though it was obvious that was a lie. "We simply want to destroy you when you're at your most desperate, when you're convinced your life can't get any worse. If we destroyed you now it would be too easy, you haven't suffered nearly enough yet! But don't think you're off the hook, you'll see us everywhere, including your nightmares! So you'd better watch out, Spider Mare, your days are numbered!" And after slicing through the webbing with his claws, Venom seemed to vanish right before Spider Mare's eyes.

"Hang on, Cheese Sandwich," Pinkie Pie said to herself, as she removed her Spider Mare mask. Tears were starting to form in her eyes, but she stubbornly refused to let them fall. "I don't know, but somehow I **WILL** find a way to free you from Venom's control! This will be the ultimate test of my love for you!"


	13. A Visit to Aunt Suzanne

"Great," Pinkie Pie muttered unhappily to herself, as she dusted herself off. "First I let Uncle Al die, then I created Mysterio and The Scorpion, then I failed to save Pokey Pierce, then I wasn't able to protect Starlight Glimmer, and now Cheese Sandwich has been taken over by an alien symbiote that wants me dead. Why do I always hurt the ones I care about? It always seems like I end up doing more harm than good."

Sure, she'd been able to apprehend Uncle Al's killer, convinced Mysterio to turn to the side of good, and put away The Scorpion, The Green Griffon, and The Rhino. But that still hardly made up for her failures and mistakes. For the first time since the death of Pokey Pierce at the claws of The Green Griffon, Pinkie Pie was seriously considering hanging up the mantle of Spider Mare and leaving the web slinging to someone else.

" _Well, before I do anything, there's one pony I_ _ **NEED**_ _to see. The one I owe the biggest apology to,_ " Pinkie Pie thought, and after stuffing her spider suit back into her saddle bag, took off for her Aunt Suzanne's house at the outskirts of Ponyville. She hadn't told her favorite aunt about her double life yet, or any of the details regarding how it connected to that fateful night, but that was about to change. " _I just hope she doesn't hate too much for what I'm going to tell her._ " Pinkie Pie nervously thought.

* * *

Ever since Pinkie Pie had moved in with The Cakes, Aunt Suzanne's life had relatively quiet and peaceful. She mostly spent her days sitting on her front porch, gazing out towards Ponyville or knitting away. The only times her favorite niece came back to see her, was on her birthday.

But Aunt Suzanne didn't mind, she'd lived a good long life and had experienced many things. So now, she was content to spend the rest of years in Ponyville, resting and enjoying the relatively peaceful environment.

Suddenly, there was a knock at the front door. " _I wonder who it could be this time?_ " Aunt Suzanne thought, as she set her knitting supplies down and got up from her favorite rocking chair. As she made her way across the carpeted floors, Aunt Suzanne was thinking back to how lovely it had been to receive a visit from Cheese Sandwich yesterday. Hopefully, her current visitor would be as pleasant and cheerful as Cheese Sandwich had been.

Trotting to the front door, Aunt Suzanne opened it and was quite surprised by the pony that greeted her! There was Pinkie Pie, who seemed void of the usual spring in her step, as if something was wrong with her. In fact, her mane and tail seemed a bit deflated, like someone had taken a vacuum and had sucked all the air out.

"Hi, Aunt Suzanne," Pinkie Pie greeted glumly. "I hope this isn't a bad time for you. If it is, I can just leave."

Aunt Suzanne shook her head. "Oh don't be silly, Pinkie. I _always_ have time for you. Please, do come in, it's been ages since I've seen my favorite niece."

Before Pinkie Pie could say anything else, Aunt Suzanne grabbed her by the hoof and led her inside. Pinkie Pie, for her part, remained silent. She just stared absentmindedly at the furniture, the gentle yellow walls with flowers of alternating light blue, pink, and white, and various photographs framed in simple wooden display stands. How was she going to break the news to her Aunt Suzanne?

"Why don't I get a nice kettle of tea going?" Aunt Suzanne suggested. "I always like to make some whenever guests come over."

"Sure, go ahead." Pinkie Pie said flatly, as she sat down on an old, worn out sofa. " _The very sofa Aunt Suzanne was sitting when I learned Uncle Al was dead._ " she realized, and even though it had been year since that fateful night, the memories of it were as fresh as ever in Pinkie's mind. Which only made it harder for her to be here. If not for her own selfishness, her Uncle Al would've still been alive today.

Once the kettle had boiled, Aunt Suzanne poured its contents into two cups, and brought them over on a tray which she set down on a table positioned between the sofa Pinkie was sitting on, and the rocking chair.

For a few moments, Pinkie Pie didn't say anything, and neither did Aunt Suzanne. They just sipped the tea, and gazed at each other as if trying to figure out what the other one had to say.

At last, with a sigh, Pinkie Pie broke the silence. "There's... something I've kept secret from you for a long time, Aunt Suzanne," she said, her voice not shifting from it's flat and unhappy tone. "Something I should've told you about from day one. But I kept secret out of fear of what you would do to me if I told you. I know you're not going to like it, and I just want to say in advance, that you have every right to be mad with me for what I'm about to tell you. I'd be pretty mad if the roles were reversed."

Aunt Suzanne, suspecting nothing, merely said in reply. "Pinkie Pie, I could never be mad with you, no matter what you might be keeping secret from me."

"You're going to reconsider that once you hear just what my secret is," Pinkie Pie unhappily replied. "It's about Uncle Al."

"What about him?" Aunt Suzanne asked.

"Well... do you remember... the night he was killed?" Pinkie Pie spoke up. "I know you don't like when I bring it up, but there's a very good reason why I wanted to ask you about."

"How could I forget?" Aunt Suzanne replied, a faint tear forming in her eye. "It happened so fast. One moment, I overheard Alfred arguing with somepony upstairs, and the next moment there was a zap and somepony fell to the floor. I raced upstairs quick as a flash, and there was your Uncle Al laying on the floor. His last words before he lost consciousness were 'Should've taken my own advice.', an hour later he was dead."

Pinkie Pie sighed again, this was it! " _I_ let Uncle Al die! I could've prevented a tragedy, but I didn't!"

"Pinkie, don't be ridiculous," Aunt Suzanne replied kindly. "There was nothing you could've done, even if you'd been home. It was a random encounter with a desperate thief."

"But I met the thief, and let him get away!" Pinkie Pie protested. "I had a chance to stop him, and I didn't take it!"

"Pinkie, the royal guards told me the thief fled from a wrestling ring set up at town hall," Aunt Suzanne replied. "You told your Uncle Al and I that you were just going out to spend time with some friends."

"Well I lied!" Pinkie Pie proclaimed. "I was at that wrestling ring! In fact, I was the star attraction!"

"That's impossible," Aunt Suzanne said with a shake of her head. "The star attraction was Spider Mare, she was being pitted against that Bulk Biceps pony. It was all anypony in town was talking about that day, Spider Mare was becoming the greatest thing in show business since Hoofdini."

"But I _was_ at that wrestling ring! I was and still am, Spider Mare!" Pinkie Pie finally confessed. "That night, after the show, I was changing out of my costume. The thief suddenly came rushing past, pursued by a security guard! And I just stood there and let him get away! Because of that, Uncle Al died! It's all my fault, I could've saved him, but all I could think about was 'Me, me, me!'! I can't believe how selfish and stupid I was! Now go ahead, hate me, curse me, do whatever you want with me! Whatever you decide to do, I know I deserve it! I'm a murderer!"

Much to Pinkie's surprise, however, her Aunt Suzanne looked at her and said seriously "Pinkamina Diane Pie, I've know for years that you were Spider Mare. It was a still deduction, really. You and Spider Mare were never in the same place at the same time. I was wondering when you were going to tell me."

"But what about Uncle Al? I could've saved his life, but instead I let him die!" Pinkie Pie protested.

"You don't know for sure that you could've stopped that thief, or that Uncle Al wouldn't have died anyway," Aunt Suzanne replied. "He was really old, Pinkie, even if he didn't show it. He figured it was only a matter of years until it would be time for him to pass on."

"So, even a few more years would've been better than just having his life end abruptly, because of me," Pinkie Pie sobbed. "And I've repeated that mistake time after time! I cost Pokey Pierce his life, turned the lives of an innocent magician and Filthy Rich's wife upside down, and now the stallion I love has been taken over by an alien symbiote. What good does it do me to be Spider Mare if I always end up hurting someone? Equestria would be better off if I just gave up the super heroine gig for good!"

"Don't say such things, Pinkie," Aunt Suzanne insisted. "No one ever said being a heroine was easy, because it isn't. No one is perfect, everyone makes mistakes."

"But my mistakes always cause others to suffer!" Pinkie protested.

"So, what's important is that you learn from your mistakes," Aunt Suzanne advised, rising up from her rocking chair and sitting down on the sofa next to Pinkie Pie. Gently stroking her back to get her to calm down. "You can't change the past, no matter what anypony else might think. You can only change the future, and right now I'd say Cheese Sandwich's future looks pretty bleak."

"Then, how do I make it brighter? I don't want to lose him like I lost Pokey Pierce and Uncle Al." Pinkie Pie asked.

Aunt Suzanne smiled. "I'm sure you know the answer to that one. Equestria needs Spider Mare, and so does Cheese Sandwich. If you give up now, you'll only be dooming him to suffer under that symbiote's control. So get out there, and go find him! I know you'll find a way to save Cheese Sandwich."

"But how am I supposed to find him? Now that Cheese Sandwich has been taken over by that symbiote who calls himself Venom, I can't detect him with my 'Pinkie Sense'." Pinkie Pie said nervously.

"Well, knowing your luck, Venom will find _you_ ," Aunt Suzanne replied. "Have faith, Pinkie. You've been in tight spots before, and always found a way to win. This shouldn't be any different."

Pinkie's mane and tail returned to their usual poofy state, as she got up from the sofa. "Thanks for the advice, Aunt Suzanne. I really needed it." she said, and after donning her Spider Mare suit, headed out the door.


	14. Venom Returns: Part 1 (Venom's Game)

Spider Mare glumly moped to herself, as she swung from rooftop to rooftop in an attempt to locate Venom. Of course, she knew any chances of catching the symbiote by surprise were slim at best. " _I have to find him, I have no choice,_ " she thought to herself. " _Or at least, I have to hope he finds me._ "

Unknown to Spider Mare, Venom wasn't too far behind. He could already tell Spider Mare was unhappy, and this delighted him to no end. "Ah, wa wa wa, what a big baby! What did Cheese Sandwich _ever_ see in that pathetic loser?"

As Spider Mare swung from what felt like the umpteenth rooftop, Venom suddenly appeared beside her. "Hello, Spider Mare. Miss us?" Venom taunted.

"Oh great," Spider Mare mumbled to herself. "Looks like my wish came true."

"Ah, come on, Spider Mare!" Venom teased. "Lighten up, enjoy yourself while you still can!"

"What do you want from me this time?!" Spider Mare demanded.

"How's about a contest, to see who's truly the best?" Venom proposed. "Us against you in a test of speed, strength, and stamina! And if you win, we might just be tempted to let you have a few moments with your precious Cheese Sandwich."

"I doubt you'll actually honor your word, but I guess I don't really have a choice," Spider Mare realized. "You'd probably threaten innocent civilians if I said no."

"Excellent!" Venom laughed, and swung out ahead of Spider Mare. "Keep up with us if you can, Spider Mare! Last one to the finish line is a rotten brain!" Within seconds, Venom had pulled out into the lead. "Oh boy, I'll bet Pinkie just _hates_ it when we get the drop on her!" he smirked.

"Ugh, even though I know I can't detect him I still hate that he got the drop on me!" Spider Mare growled. "Well, this time I'm not gonna hold back! If it's a fight he wants, it's a fight he's gonna get!" And with that, Spider Mare chased after Venom, swinging from rooftop to rooftop at a breakneck pace.

* * *

"Hurry up, slowpoke! We don't have all day!" Venom complained, as the gap between him and Spider Mare grew wider and wider.

"Relax, Venom, I'm just warming up! Besides, I doubt you 'symbiote' creatures play fair!" Spider Mare replied.

"Oh, you think so huh?!" Venom said angrily, halting in his tracks. "Fine then, we'll give you a sporting chance! Better not keep us waiting!"

"I won't, you can be sure of that." Spider Mare called, as she swung towards Venom's location. " _I can't believe he fell for that,_ " she thought to herself. " _Well, I'd better take advantage of this opportunity._ "

Pretty soon, Spider Mare had caught up to Venom, and there were no more rooftops that either of them could swing to. They had reached the outskirts of Ponyville, close to the edge of town and the road that led down south to locations like Appleloosa and Grizzly Gulch.

"Nowhere left to run, eh Venom?" Spider Mare taunted. "Now give me back Cheese Sandwich, and no one gets hurt!"

"This race is far from over, Spider Mare!" Venom replied, jumping down from the roof and heading into town. "Catch us if you can!"

"Get back here, Venom!" Spider Mare shouted, following after him. "You leave those ponies alone! It's me you want!"

"Hey, if we can't have a little fun we might as well leave!" Venom smirked, running past crowds of ponies. "Hot soup, coming through! Make way ponies!" Screams of panic soon filled the air, as Venom raced through the crowded town square, smashing through carts and overturning stands!

" _I've gotta send him off track before he wrecks the whole town!_ " Spider Mare thought to herself, and quickly came up with an idea. "Hey, Venom, you're going the wrong way! If you **REALLY** want cause some trouble, you've got to turn around and make a right at the next cross road!" Of course, Spider Mare knew that way was full of mostly grass, the only building along that path was the spa. But she was hopeful Venom wasn't aware of that fact.

"Thanks for doing our job for us, Spider Mare," Venom laughed, and abruptly changed direction. "How can we ever thank you?"

"Just don't fall behind, slow poke!" Spider Mare taunted, and led Venom away.

* * *

Despite Spider Mare's best efforts, Venom soon caught up with her. But he was quite furious to learn that he'd been tricked. "There's no buildings here at all, this path is deserted! You lied to us, Spider Mare!"

"Well, somepony had to stop you from terrorizing the town!" Spider Mare replied, firing off a few web balls at Venom. But much to her dismay, they bounced harmlessly off his skin.

"And just what are _those_ supposed to do?" Venom asked with a laugh.

"Well, they're supposed to hurt." Spider Mare said nervously.

"Right idea, wrong execution!" Venom replied. "Let us show you how it's done!" In the blink of an eye, a few black colored balls appeared in his right claw, which he then hurled at Spider Mare! Spider Mare deflected one with her webbing, but was forced to duck out of the way of the remaining ones! They struck a wall behind her with a massive thud!

It was then that Venom noticed what Spider Mare had hoped he wouldn't be aware of, The Ponyville Spa! "Oh, how lovely. You lead us right to the spa," Venom chuckled. "I hope they don't mind if we pay them a little 'visit'." And before Spider Mare could stop him, Venom took off!

" _Seems like everytime I try to outsmart him he always turns it around and makes things worse for me,_ " Spider Mare thought to herself. " _I just hope Aloe, Lotus, and all the others at the spa don't get hurt until I can chase Venom out of there!_ "

"Hello, and welcome to the Ponyville Spa. How may we be of assistance?" Aloe greeted, as the front door of the spa burst open. But then she screamed when she saw just who it was who had come bursting in unannounced. "Oh my goodness!" she exclaimed.

"Look out, lady!" Venom replied, shoving his way past Aloe and into the spa itself. Spider Mare wasn't too far behind.

"Hey, don't go scaring away our customers!" Lotus shouted, but both Venom and Spider Mare were already too far away to hear by the time the words had left her mouth.

"This sightseeing tour's over, Venom!" Spider Mare said furiously, punching Venom on the side. "Turn around now and leave this spa! If you want to fight me, do it! Just stop fooling around and wasting my time, I'm in no mood for games!"

"Outta the way, runt!" Venom replied, shoving Spider Mare aside and sending her flying through the door to the spa's basement laundry room. "Better watch out, Spider Mare! That first step's always a dozy!" Venom taunted, as he continued his sight seeing tour of destruction and mayhem.

Spider Mare was relieved that the stairs leading down to the basement weren't very steep, but that didn't mean the impact still didn't hurt. "Ow, my head!" she exclaimed, as she slowly picked herself up and dusted herself off.

* * *

By the time Spider Mare managed to catch up to Venom, he had already caused a great deal of trouble. A few spa patrons had already fled, either out of fright from seeing Venom, or out of fury from having their privacy invaded.

"Oh, this is the most fun I've had in ages!" Venom laughed.

"Well, the fun's over!" Spider Mare said seriously. "Do you want to fight me or not?! If so, stop invading the privacy of ponies and leave this place alone!"

"Patience, Spider Mare, we'll get to you in a moment!" Venom replied. "But first, let's see what's behind this door here."

Spider Mare's eyes widened when she realized what door Venom was opening. "Venom, wait! Don't open that door! I mean it this time!"

"Like we'd listen to you after that stunt you pulled last time!" Venom snorted. "We weren't born yesterday!" Venom proceeded to open the door, and his eyes beheld a most unexpected sight. "Ooh! Looks like we hit the jackpot!" he said with a grin.

"Excuse me!" a snobbish female voice exclaimed, quickly revealing itself to be none other than Spoiled Rich, soaking in a hot tub. "What do you think you're doing?! This is a private spa!"

"Oh, is it?" Venom asked.

"Indeed it is, so get out!" Spoiled Rich demanded.

"But we-" Venom began.

"OUT!" Spoiled Rich bellowed, throwing a towel at Venom before emerging from the hot tub, kicking him in the chest, and slamming the door shut!

"I tried to warn you." Spider Mare said to Venom, as she quickly delivered a punch while Venom tried to remove the towel from his face.

"You set us up!" Venom bellowed, as he managed to finally yank the towel off his face. "You _knew_ we wouldn't listen to you, so you led us to the spa on purpose, pretending to trick us! You wanted to humiliate us, and for that you will pay dearly!"

"So does mean you're finally going to fight me?" Spider Mare asked Venom.

"Oh you'd better believe it! Starting now!" Venom replied, tackling Spider Mare and causing the two of them to crash through a wall.

"AAAAAAAAAAHHHHHHHHH!" Rarity screamed, horrified both at seeing Spider Mare and Venom come crashing into the steam room, and at being caught in the middle of a steam bath.

"My eyes are closed, I didn't see anything, I swear!" Spider Mare insisted.

"Oops, sorry lady," Venom apologized. "Didn't see a thing, scout's honor." He quickly picked up Spider Mare, and dragged her out of the steam room as if she were a rag doll.

"What in Equestria is becoming of Ponyville?!" Rarity said furiously to herself. "What does a girl have to do around here to take a steam bath in private?!"

* * *

Once Venom and Spider Mare were outside the spa, Venom placed Spider Mare down on the ground. "Is that all you've got, wall crawler? We expected better from you." he taunted.

Much to Venom's surprise, Spider Mare lept up and kicked him in the chin, before shooting a stream of webbing into his face. "I just needed to get you to leave the spa and stop picking on other ponies!" Spider Mare replied. "I'll fight you, but only if it's someplace where nopony else is around to get in the way. It's between you and me, so let's keep it that way."

"Fine then. If you wanna fight, follow us. We know the perfect place for your destruction." Venom instructed, and took off for an unspecified location. Spider Mare followed him from a distance. She had a plan in mind.

* * *

At last, Venom stopped at a remote alleyway just outside Ponyville town square. With the exception of a dumpster, and some graffiti sprayed walls, the location was completely empty. "Ah, the perfect place to go all out and get our revenge," Venom thought out loud. "Now, where did that web slinging wimp get to? She better not have chickened out!" Then he proceeded to call out. "Oh you who, Spider Wuss! Come out and play!" Just seconds later, Venom felt a series of hooves strike him hard on the back.

"Tag, you're it!" Spider Mare taunted, turning around to face Venom.

"You got lucky that time, Spider Mare," Venom replied furiously, before a fiendish smile crossed his face. "But you can't hit what you can't see!" In the blink of an eye, Venom disappeared.

Spider Mare rushed forward towards Venom's location, encasing her fists in webbing in the hopes that they would add a little "oomph" to her punches. But all she managed to do was swipe effortlessly at the air, making herself look like a fool. "Coward, afraid to come out in the open and fight me like... like... like... like... whatever you are!" she growled.

"We're not afraid!" Venom taunted.

"Then show yourself!" Spider Mare demanded, continuing to swipe at the air. All the while, Venom taunted her with echoey laughs. "Where are you?!"

"Think of this as a great big game of hide and seek," Venom chuckled. "We're hiding, and you're the seeker."

"But I didn't even count to ten! And I told you, I'm in no mood for games!" Spider Mare said furiously. "Fight me face to face, or just go away!"

"Sorry, Spider Mare, we'll be making the rules around here," Venom replied. "So come and find us, we'll be waiting!"

Spider Mare just shook her head, and sighed. " _Well, I guess my first step should be to get a better view of the play area,_ " she thought to herself. " _Then I can narrow down my search to the most likely hiding places, and start from there._ "

But just as Spider Mare began to pull herself up to a nearby rooftop with her webbing, Venom shouted. "Ah ah, no wall crawling!" And before Spider Mare had a chance to react, she was grabbed by the extended arm of Venom which pulled her in close to the symbiote. "And now for a penalty for breaking the rules!" Venom added, as he stuck out his tongue.

Spider Mare quickly realized what Venom was going to do, and mentally cringed at the thought of it. " _Ew, ew, ew, ew, ew, ew! Venom, get a breath mint, seriously!_ "

"How was that?" Venom asked, after he had finished licking Spider Mare and had tossed her back onto the ground.

Much to Venom's surprise, Spider Mare was laughing. "Wait, do it again! Do it again! It tickles!" she chuckled.

"It tickles does it?" Venom asked furiously. "Well, this one will do more than that!" And he reached out his arm to pull Spider Mare close.

Reacting quickly, Spider Mare grabbed the arm and pulled on it with all her might. "All's fair in love and war, Venom!" she shouted, before she delivered a powerful punch to Venom's face that had the symbiote reeling. For a few moments, Cheese Sandwich's face seemed to poke up. "Cheese Sandwich?" Spider Mare nervously asked.

But Cheese Sandwich's face finally merged back into the symbiote, as Venom replied. "Nope, sorry! For the last time, bug girl, Cheese Sandwich is gone and he ain't coming back!"

"That's not true! I know you're losing control!" Spider Mare said furiously. "Sooner or later, Cheese Sandwich and I _will_ be reunited, and you'll be ancient history!"

"But history repeats itself, Spider Mare!" Venom responded. "So come at us with all you've got, the only way to get rid of us, is to destroy us! And we know you can't bring yourself to do that if it means losing your special somepony!"

"Well, either way, we both know you can't beat me in a fair fight! My love for Cheese Sandwich will give me all the strength I need to stop you!" Spider Mare vowed.

"And just how far does your love for Cheese Sandwich extend?" Venom asked. "Why don't we find out? I wonder what depths you'd be willing to go to if it meant you had a chance to see your lover again?"

"What are you up to now, Venom?" Spider Mare demanded.

"You'll see in a minute." Venom replied, as he jumped past Spider Mare and grasped the cover to the sewer. Prying open the ponyhole cover, Venom lept down the hole, screaming as he made his descent.

Without hesitation, Spider Mare jumped down after him, also screaming. " _The sewers?!_ " she realized. " _Oh, Venom is going to pay_ _ **big**_ _time for this! Does he have any idea how expensive dry cleaning is?!_ "


	15. Venom Returns: Part 2 (Sewer Showdown)

Somehow, Venom managed to survive the long fall down with no lasting injuries. The same couldn't be said for Spider Mare, who was laying face down in the muck, alive but unconscious.

"Ah, what's the matter, Spider Mare?" Venom smirked ever so slightly. "Laying down on the job, are we? Oh well, I guess we can't all be nearly invincible." Spider Mare stumbled awake a short time later, and that was Venom's cue to exit. He took off down the tunnel, disappearing into the darkness.

"Oh great," Spider Mare mumbled to herself, as she chased after Venom. "What an interesting _smell_ I've discovered." She was just glad she'd had the foresight to install a small searchlight into the chest area of her suit, and that the fall hadn't damaged it.

Tracking Venom through the sewers proved difficult, the entire underground was a maze of pipes, tunnels, and murky rivers. Any traces or trails Venom might have left behind had been washed away, leaving his voice as the only thing Spider Mare had to track him with. And he enjoyed taunting her relentlessly, as if it were a great big game.

"You're getting warmer, Spider Mare," Venom taunted. "You starting to sweat yet, Pinkie?"

"Only a slime ball like you would find this funny, Venom!" Spider Mare replied angrily. "You're just lucky the only thing living in these sewers are the rats."

"Slime ball, eh?" Venom called. "Flattery won't save you, and neither will it save your precious Cheese Sandwich. Now hurry up, before the trail turns ice cold. Cheese Sandwich won't last much longer!"

"You can run Venom, but you can't hide, you symbiote freakazoid!" Spider Mare called back, as she continued her search through the sewers.

"We're not hiding, we simply found a more opportune location for our battle," Venom said with a laugh. "The time has come for _you_ to fall into _our_ web. So come on, you're getting hot! Just a little more, and you'll be on fire!"

* * *

It took quite a bit of tricky maneuvering and web slinging (not to mention a few wrong turns), before Spider Mare was able to close in on Venom's location within the sewers. Fittingly, he had chosen the tunnel directly beneath The Ponyville Water Purification Plant. "My my, said the spider to... the smaller spider!" he chuckled. "I'm tempted to sing 'Itsy Bitsy Spider', but the two of us have more important things to worry about."

"Alright, Venom! I'm here!" Spider Mare called. "Now stop hiding and show yourself!"

With a laugh, Venom appeared above a low hanging pipe. "Welcome to my parlor, Spider Mare!" he greeted. "So glad you could make it, I was beginning to think you'd gotten lost. Now, whaddya say, spunky? Shall we settle this once and for all?"

"Only if _you_ promise to not turn invisible, **AND** give me back Cheese Sandwich if I beat you!" Spider Mare demanded.

"Sorry, Spider Mare, you don't get to make the rules," Venom replied, disappearing with a laugh. "If you want to hit me, you've got to find me first!"

" _The more I fight him the more I can't stand him!_ " Spider Mare thought to herself. " _It's all a game to him!_ "

"Spidey, where are you?" Venom called from afar, suddenly appearing behind Spider Mare and grabbing her tightly. "Come to Papa!"

"What's with the grip?" Spider Mare asked, struggling to break free. "What do I look like to you, an action figure or something?!"

"That's it, Spider Mare! Laugh it up now, while you still can!" Venom boasted, tightening his grip. "There's a reason you were chosen to wield The Element of Laughter, and your sense of humor is the first thing that we want to take away from you!"

"So, do you want to ruin my life? Or just crush me like a can?" Spider Mare asked Venom. "It seems like you can't make up your mind."

"Geez, you make it sound so unnecessarily complicated," Venom replied with a grin. "All we want is to accomplish your goal of destroying you for rejecting us, and to destroy every single aspect of your life. Is that really so hard to understand?"

"Of course it's hard to understand," Spider Mare said, as she continued to struggle and attempted to break free by punching Venom in the face. "From the very beginning you've been nothing but trouble for me, trying to ruin my life."

"Again you attempt to paint us as the bad guy," Venom said angrily, loosening his grip a little. "But you keep forgetting a few important facts. We didn't kill your Uncle Al, you let him die. We didn't kill Pokey Pierce either, his death was your fault as well. And all those super villains currently behind bars? Those were all demons that exist because of you. The only thing we did was bond with you, and give you the power to accomplish what you couldn't accomplish before. Is it really so wrong of us to want what any other species wants, to survive?"

"What are you talking about?!" Spider Mare asked.

"We symbiotes are in desperate need of a host to bond with," Venom explained. "Our home world is all but wiped out, so we've traveled billions of light years in search of habitable worlds. But alas, no other planet allows us to survive for long in our natural state, so we are in need of other creatures that we can use as a host. A willing host enables us to feed off their energy, keeping us healthy and strong. And we know how to keep our hosts alive, so they can continue to feed us no matter what. It's just unfortunate that we've met two hosts that are so unwilling to co-operate, but it doesn't matter. We'll break Cheese Sandwich's will to resist soon enough, and then he'll feed us whether he wants to or not."

"NO! YOU LEAVE MY CHEESE SANDWICH ALONE!" Spider Mare shouted, elbowing Venom in the chin and making him drop her. While Venom was still recovering from the unexpected blow, Spider Mare kicked him hard in the stomach, knocking him into a pipe next to a wall! Quickly using her webbing, Spider Mare grabbed the pipe and yanked it open! The pipe consisted only of run off water boiled to the point it where became steam, but it heated up the air enough to trigger a most unusual reaction. Due to the strong presence of methane, the increased temperature somehow triggered a small explosion.

Venom screamed in pain, as part of his left claw caught fire. Reacting quickly, he dunked it in the murky water below, dousing the flames! "That was a dirty trick, Spider Mare!" Venom growled, holding the burned part of his claw.

"A 'dirty trick'?" Spider Mare asked, before realizing the unintentional pun Venom had made. "Oh ha ha, real funny. How long did it take you to come up with that joke? Five seconds?"

"You don't understand! That **REALLY** hurt!" Venom hissed, bringing his uninjured claw down on Spider Mare, dunking her in the water. "And for that you will suffer greatly! Prepare to have your greatest secret exposed to all of Equestria, and watch as your humiliation is displayed before a worldwide audience! Then we will take great pleasure in destroying you piece by piece!" And with that, Venom disappeared yet again.

* * *

"Well, this is just great," Spider Mare complained, having overheard everything. "Now I've not only made him mad _and_ lost him for what feels like the umpteenth time, but my suit is going to need a thorough washing to get the stink out. Venom, you are going to pay for this, in more ways than one!" And so, Spider Mare set off to try and find Venom, all the while wondering just what sort of "humiliation" the symbiote had in mind.


	16. Venom Returns: Part 3 (The Unmasking)

Spider Mare chased on after for Venom through tunnel after tunnel, dripping water providing the only sound as she continued to search for the symbiote.

All of a sudden, as Spider Mare turned a corner, there was Venom! "Not so fast, little spider," he laughed, before hopping through a series of gates that slammed shut behind him.

"What's all this?! Another game?!" Spider Mare demanded.

"More like a puzzle," Venom called. "Let's give that big brain of yours a workout. If you'll look around, you should see a couple of switches. Figure out the right combination, and all the doors will open. Better hurry though, we wouldn't want to miss your big unmasking."

"Hate to disappoint you, Venom, but there's not going to _be_ an unmasking." Spider Mare replied.

"We'll just see about that, won't we?" Venom taunted. "Now go ahead, see if you can figure out this little puzzle. Cheese Sandwich won't last much longer."

" _Just hang on, Cheese Sandwich. Once I get out of this sewer maze, I'll find a way to rescue you from Venom's clutches, even if it's the last thing I do,_ " Spider Mare thought to herself, before she turned her attention to a series of four switches, each lit up by a different colored light. " _I don't want to find out what sort of penalties Venom might have in mind for a wrong answer, so I'd better get it right on the first try._ " Spider Mare examined each of the switches carefully, memorizing which switches opened (or closed) what doors.

"Geez, what is taking you so long?!" Venom demanded impatiently. "It's not that hard, Spider Mare. A child could figure it out in seconds! What's wrong? Do you give up?!"

"Of course I don't, I just needed a little time to think," Spider Mare replied. "And you know the old saying 'Canterlot wasn't built in a day'."

"Just get it over with, make your move!" Venom demanded. "Or are we gonna have to crawl through the walls and do it for you?!"

Spider Mare proceeded to flip the switches in the following order: Green, Red, Blue, Yellow. Just as she predicted, upon flipping the yellow switch, all the gates were opened up!

"Ooh, look on the big brain on Spidey!" Venom exclaimed with exaggerated confidence. "Too bad that big brain of yours can't help the pony you love most! But don't worry, we'll take good care of Cheese Sandwich, after we take care of you."

"Can we get out of these sewers, please?" Spider Mare asked. "You do realize there's a reason ponies don't come down here, right?"

"And here we thought you wanted your humiliation to be out of the public eye. If you're really so eager to publicly exposed and humiliated, that's fine by us," Venom cackled, before he disappeared yet again. "It's your funeral, Spider Mare."

* * *

Spider Mare was relieved when she was able to finally climb out of the sewers, and back into broad daylight. " _I'm_ _ **definitely**_ _going to need a bath tonight,_ " she thought to herself. " _Now, I've got to be careful, knowing Venom he's bound to be right behind me._ "

Sure enough, the familiar serpentine like laugh of Venom soon reached Spider Mare's ears. Spider Mare spun around and found herself face to face with the symbiote. "Hello, Spidey." Venom greeted.

"I hate when I'm right." Spider Mare muttered to herself, and shifted into a defensive stance. She had no idea what Venom was going to try, but she couldn't afford to be caught off guard.

"Hope you've said your prayers, because in a matter of moments you're going to wish you were dead," Venom smirked. "And the worst part is, all of Equestria will be around to see it."

"Whatever you're trying won't work." Spider Mare insisted.

"We shall see." Venom replied, preparing to swipe at Spider Mare with his claws.

Spider Mare easily dodged Venom's attack, and prepared to strike back at him, only for Venom to turn into slime and disappear beneath her feet. "Hey, you could never do that before! That's cheating!" she complained.

"You said it yourself, all's fair in love and war," Venom replied, as he resurfaced behind Spider Mare, grabbed her and pinned her to the ground. "Ready for your close up, Miss. Pie?"

"No!" Spider Mare protested.

"Wrong answer!" Venom said angrily, shooting out a stream of webbing that left Spider Mare squirming about like a fly trapped in a spider's web. "That should hold you until we're ready. Hey, everypony, get your cameras over here, right now!"

Within seconds, rookie and experienced photographers alike gathered in the center of town. They immediately began prepping their cameras, while other reporters wrote notes or talked amongst themselves and others.

"Well, would you look at that?" Venom laughed, as he grabbed Spider Mare and held her tightly. "Look at the crowd that's turned up for the unmasking!" Then, to the reporters and photographers he said. "You're all looking for the scoop of the century, right? Well, look no further than right here! Mares and gentlestallions, we give you: 'Spider Mare: The Unmasking'!"

But before Venom could grab Spider Mare's mask and rip it off, Spider Mare (reacting quickly) fired out a stream of webbing that managed to snag one of the photographers cameras. "Hey, that's my camera!" the photographer exclaimed. "Give it back!"

"Sorry about this," Spider Mare said in reply, as she smashed the camera over Venom's head, shattering the lense! With Venom distracted, Spider Mare kicked hard and broke free from his grasp! "There's a reason they call it a 'Secret' identity," she added, before she quickly covered the remaining cameras with small balls of webbing. "Let this be a lesson to all of you, never trust the word of some giant alien spider creature."

* * *

Venom was incredibly furious when he realized what Spider Mare had managed to do. "You really _are_ a bothersome little pest, Spider Mare!" he hissed. "And we've had enough of it!" He then charged at Spider Mare not unlike the way The Rhino had a few nights back.

Spider Mare hastily jumped out of the way, as Venom continued to run, blinded by rage. "Don't you realize how many ponies you'll hurt doing this?" she asked Venom.

"Oh, we know exactly how many ponies _your_ secrets would hurt!" Venom replied. "And you've robbed us of the chance to see them all turn against you!" He proceeded to turn around and charge at Spider Mare once again.

"All of you, get out of here, now!" Spider Mare demanded. "Forget the scoop, think about your lives!" The photographers and journalists, quickly realizing the danger of the situation, headed Spider Mare's words and fled.

"Should've heeded your own advice, Spider Mare!" Venom hissed angrily, as he tackled Spider Mare. and then picked her up and hurled her into an empty building due to be demolished the next day! A huge cloud of dust rose into the air, as Venom cackled with glee. "If we can't humiliate you, we'll at least have the pleasure of destroying you and completing our mission!" he vowed.

Spider Mare barely had time to dig herself out of the pile of rubble, before Venom appeared and tried to swipe at her again. "Cheese Sandwich, I know you're in there!" Spider Mare pleaded. "Don't let the symbiote control you! You've got to fight it before somepony gets hurt!"

"How many times must we tell you?!" Venom furiously responded. "There is **NO** Cheese Sandwich, only Venom! And you are in our way, Spider Mare!"

"In your way?" Spider Mare asked.

"You continue to thwart our attempts to humiliate you, and the longer you stay alive the more our anger grows!" Venom explained. "If you would just give up now, we could finally bring Cheese Sandwich around to our way of thinking!"

"Aha! So Cheese Sandwich _can_ hear me!" Spider Mare realized. "You're losing control, Venom. Whether you admit it or not."

Venom growled, and roared loudly. "Cheese Sandwich, you stubborn fool! You'll ruin everything!" he complained, as he tried to fight for control.

It turned out to be a losing battle, Venom hissed, growled, and roared. But eventually, Cheese Sandwich managed to emerge from inside the symbiote. Or at least, most of him did, the lower part of his body was still encased in the symbiote.

"Cheese Sandwich!" Pinkie Pie exclaimed, lifting up her mask. "Oh, I'm so happy to see you!"

"Pinkie, please!" Cheese Sandwich pleaded. "I've only got a little time to tell you this! Don't worry about me, just don't let Venom hurt anypony else! Destroy him, no matter what it takes!"

"But I can't, I'd be destroying you as well" Pinkie replied. "There's gotta be another way!"

"I've tried to fight it, Pinkie. Honestly, I've tried," Cheese Sandwich said sadly, as the symbiote began to envelope him and take control once again. "But I... can't... fight it... anymore!"

"Rest easy, Cheese Sandwich," Venom taunted. "Venom is here to stay. Soon it will all be over, and you'll never see your precious Pinkie Pie again."

"Not if I have anything to say about it!" Pinkie replied, pulling down her spider mask. But although she was able to take up a fighting stance, her body felt exhausted. It had been a long day, complete with not one, not two, but three battles with Venom. Coupled with the chases through town and the sewers, Spider Mare's stamina was all but drained.

"Your actions say one thing, but your body says another," Venom smirked. "Our dance is far from over, Spider Mare. We could keep this up for hours, but it seems you are not so fortunate. We need a little time to make sure Cheese Sandwich won't interfere with our plans. But we _will_ return, you can be sure of that. And when we do, we'll finally settle the score between us once and for all!" And laughing like there was no tomorrow, Venom disappeared yet again.

* * *

Spider Mare was quite furious to lose Venom yet again, this time she was sure she'd come close to freeing Cheese Sandwich from the symbiote's control. "Venom!" she shouted at the top of her lungs. "I'll chase you to the ends of the world if I have to, you can't escape me! Do you hear me?! I **WILL** find a way to rescue Cheese Sandwich!"

"Pinkie, stop!" Twilight demanded. She had flown to the scene of the showdown as soon as word had leaked out, only to arrive in time to see Venom disappear.

"Out of my way, Twilight! I have to go after him!" Pinkie Pie said furiously.

"Not like this!" Twilight replied. "You're no good to anyone when you get riled up like this."

"I don't care, I'll move mountains if I have to! I'm not going to lose Cheese Sandwich, not when I'm this close to freeing him!" Pinkie protested.

"Pinkie, please, you have to calm down," Twilight insisted. "Don't let your anger blind you. like it did before. I know how you feel."

"No you don't, stop pretending that you do! You can't possibly imagine what I suffer, and don't come up with some sob story to make me feel otherwise!" Pinkie replied, pushing Twilight away.

"You're right, I _can't_ imagine what you're going through," Twilight said to Pinkie Pie. "But I do know that this isn't going to solve anything. It won't bring Cheese Sandwich back, you'll just be playing into Venom's claws."

"But if I don't do anything, Cheese Sandwich is a goner!" Pinkie said angrily.

"I'm not telling you to throw in the towel," Twilight explained. "What I'm asking is for you to calm down and think rationally about your next move. If you come back to the castle with me, together we can work on a strategy to defeat Venom and save Cheese Sandwich," Then Twilight plugged her nose. "After you've had a bath, you smell like you crawled out of the sewers."

"Actually I did, it's a long story." Pinkie Pie chuckled nervously.

"Well, you'll have plenty of time to tell me about it." Twilight replied, and led Pinkie away.


	17. Making A Plan

Twilight carefully escorted a weary Pinkie Pie back to the castle, trying her best not to be too repulsed by the horrible stench her friend gave off.

Pinkie Pie, for her part, remained silent. But in her mind, one question continued to eat away at her. " _Is there any way I can destroy Venom without destroying Cheese Sandwich as well?_ " Venom didn't appear to have any known weaknesses, except for two, but Pinkie Pie had no way of knowing if those weaknesses were true weaknesses or just strokes of luck.

Once Pinkie Pie was safely inside the castle, and out of prying eyes, Twilight removed Pinkie's spider suit with her magic. "You go wash off, while I try to clean the stench out of your suit," she instructed. "Be thankful I'm not going to charge you for dry cleaning."

"Thanks, Twilight," Pinkie replied. "I think it's safe to say today's been one of the worst days of my life. At least it's good to know that _something's_ going my way." And with that, Pinkie trotted through the hall and past a wide variety of doors, as she searched for the bathroom. " _Twilight really_ _ **SHOULD**_ _get these labeled._ " she thought to herself.

At last, Pinkie found the bathroom, and wasted no time in starting a nice hot bath in the tub. With its beautiful white tiles, and shiny lead pipes, it seemed almost too luxurious for a town like Ponyville. But as Pinkie carefully settled into the hot bath waters, she was just relieved to be able to take any sort of bath. How long it had been since she'd truly taken time for herself? Even before Venom and Electro had come on the scene, Pinkie had been used to constantly staying out late and waking up early, only showering off briefly before bed each night. " _Well, once this whole symbiote thing blows over, I think nopony will mind if I take some time to catch up on my rest._ " she thought to herself.

* * *

Surprisingly, Pinkie almost didn't want to get out of the bath, once she was clean. But once her thoughts turned to Cheese Sandwich and the symbiote that he was struggling against, she found all the motivation she could ever want.

"It wasn't easy, but I managed to clean and purify your suit," Twilight said with a sigh. "Just don't go running into anymore sewers, the souvenirs you picked up down there belong _under_ the streets of Ponyville."

"Hey, a sewer chase wasn't exactly my idea of a good time either," Pinkie Pie protested. "That was symbiote slimeball's fault. He spent the entire day trying to humiliate and destroy me. And the worst part is, he tricked and enslaved Cheese Sandwich to do so."

"So _that's_ what this is all about," Twilight realized. "I knew something was up when I overheard your angry rants, but I couldn't be sure. I'm sorry if I reacted a bit harshly to your actions, I know it must be hard having to go through all that."

"You were right though, Twilight," Pinkie replied. "Getting mad and shouting wouldn't have done anything," then she noticed something. "By the way, where's Starlight? I haven't seen her once since I came inside."

Twilight sighed, a noticeable frown forming on her face. "Starlight's still really torn up about losing her front hoof, I sent her to The Crystal Empire to stay with Sunburst for a few days."

"A good thing you did that," Pinkie Pie said, breathing a small sigh of relief. "If the symbiote hadn't gotten to Cheese Sandwich, I'm pretty sure it would've gone for Starlight next. I shudder to think what kind of damage would've resulted from that 'partnership'." She then hung her head a bit, as she remembered how it was that Starlight had lost her hoof in the first place.

"Don't keep beating yourself up over what happened to Starlight. You can't be everywhere at once." Twilight said to Pinkie Pie, extending a hoof out to her.

"Well I should be!" Pinkie insisted. "When she needed me most, I couldn't be there for her, and because of that she almost died! And now there's that alien monstrosity known as Venom that's determined to destroy me by any means possible! This is just like Uncle Al and Pokey Pierce's deaths all over again, where I ask myself if I'm truly doing the right thing."

"How _did_ you get those spider powers in the first place? I've been meaning to ask that ever since you exposed your secret to me and to the rest of our friends, not to mention The Cakes." Twilight responded.

"It all started years ago, when I was but a filly," Pinkie Pie began, narrating in a tone of voice that sounded almost depressed. "If I knew then what I know now, would I have gone to that exhibit? Would I have pleaded with my father to take me and my sisters to that science convention in Ponypalooza?"

"The Equestrian Science Exchange?" Twilight asked. "I've heard about that, it's a very rare event that happens only once every year! They invite the top scientific minds from all over Equestria to come and share their research with the public!"

"Yeah, well when it came to Ponypalooza, I practically begged my father to let me go and he agreed," Pinkie Pie continued. "Towards the very end of the whole thing, there was an exhibit on radioactives. Somehow, a spider managed to cross through the beams of radioactive energy and bite me. But for years I wasn't aware of it. All I knew was that I got really sick when I came home, and the next morning I was perfectly fine."

"So, when did you first discover your spider powers?" Twilight asked Pinkie. "I'm sorry if I'm being nosy, but I really want to know."

"It's alright, it's not anything really personal," Pinkie said in reply. "I discovered them when I was in high school, attending it with Applejack, Rarity, Rainbow Dash, and Fluttershy. I woke up late for school one morning, and in my haste to be on time I didn't see a carriage come speeding down the road! I jumped out of the way, and found out that I could cling to walls! Later that same day, I discovered just how strong I was, and with the discovery of my Uncle Al's chemistry set, I had everything I needed to form my superhero career. The costume was a suggestion from Iron Will, he claimed nopony would take me seriously if I just wore a mask."

"I see." Twilight nodded.

"But that was when I made my greatest mistake," Pinkie went on, tears forming in her eyes. "I selfishly threw myself into the career of a professional wrestler, and used my powers solely to build up my reputation! Then, one night, a unicorn thief came running past while I was changing! I let him get away, and that mistake cost Uncle Al his life! From then, I strove to live by the saying he was always fond of 'With great power, comes great responsibility'."

Twilight opened her mouth to say something, but quickly decided against it. Nothing she said or did could properly express the shock and sadness of learning about such a tragedy.

"I never asked for any of this!" Pinkie continued. "I never asked for these powers, and I never asked to be Spider Mare! I didn't know it would come with such a high price! I wanted to help Equestria, perhaps out of a selfish desire to feel better about myself for my own failure to protect my Uncle Al! And yet, look at everything I've let happen! Now, thanks to me, there's a deadly symbiote on the loose and he's perfectly willing to hurt or kill others in order to get to me!" But then her tone changed from one of sadness and anger, to one of determination. "But that's part of why I can't quit! Venom is **MY** mistake, there's no doubt about that, but I didn't get to where I was by running from my mistakes. I've saved innocent ponies in Manehattan, Canterlot, even here in Ponyville, and if I turn my back on them now, Venom wins. So what if nopony throws a parade in my honor?! Spider Mare stays because she's needed, because the citizens of Equestria deserve a protector! If you asked me if I'd still let myself go to that convention, despite knowing what I know now, my answer would still be: 'Yes'!"

* * *

Twilight remained silent for quite some time, even when it became obvious that Pinkie Pie had finished with her speech and had no intention of saying more. At last, mustering up some courage she told Pinkie. "It's very brave of you to do what you do, and think that the well being of Equestria is more important than your own. But when you made the decision to tell others about your double life, you had to have known the risks. You don't have to do everything alone anymore, Pinkie. You've got friends, a supportive family, and now even a special somepony! You can't just shut them out and tell them to leave everything to you! Your well being is important too."

"I know that, but it doesn't change the fact that my failure to listen to you and Starlight about the alien suit has turned Cheese Sandwich's life upside down," Pinkie Pie said seriously. "And right now, all I care about is finding a way to free him without having to destroy him, and without having to put the rest of Equestria at risk. So, is there anything you can do to help on that?"

"I... don't know for sure," Twilight replied. "But I'll tell what you, Pinkie. You get some rest, and I'll try to conduct research on this 'symbiote' you speak of. It originated from that meteorite fragment that crashed in Sweet Apple Acres a few nights ago, right?"

"Right." Pinkie nodded.

"Then I'll see if there are any sort of weaknesses that can be exploited," Twilight explained. "I'll inform you of my results in the morning, after you've had breakfast. Okay?"

"Okay." Pinkie Pie reluctantly agreed, and headed off for the guest bedroom. She could only hope that Twilight would indeed be able to find a weakness in the symbiotes, and come up with a way to use one of them against Venom in order to free Cheese Sandwich. The thought of having to destroy the pony she loved so much, tormented Pinkie to no end, until she at last fell asleep not long after Luna's moon had risen into the night sky.


	18. Power of Love!

All these memories, good and bad alike, they all lead back to the predicament Spider Mare now found herself. Falling to her death with no way out, in a matter of seconds she would be a red and blue stain on the ground below! " _Not exactly how I thought I'd go out,_ " Spider Mare thought to herself. " _But at least now I'll be with Uncle Al and Pokey Pierce again._ " Spider Mare shut her eyes, and waited for the end to come.

But just then, something quite unexpected happened! Cheese Sandwich managed to break free of Venom's control, just long enough to shout "Pinkie!" and fire a stream of webbing that caught her in mid-air.

"Cheese?" Spider Mare asked hopefully.

"Nope, only Venom!" Venom replied. "Cheese Sandwich, you stubborn little fool! You just won't stay quiet like a good boy, will you?! We'll have to fix that!"

"You underestimate his love for me, Venom! That's why you'll lose!" Spider Mare taunted.

"Nonsense, this still works to our advantage," Venom said fiendishly. "If we let you fall to your death, it would be unsatisfying. We want to dismember you piece by piece, so you'll truly know what it feels like to lose everything. We know you can survive a fall from _this_ height. Oh sure, it might hurt, but you'll live with nothing broken. It'll make it all the more satisfying for us when we **DO** destroy you!" And with that, Venom once again cut the webbing and let Spider Mare fall.

Spider Mare hit the ground with a thud, and groaned as she struggled to her hooves. "That was... something alright. I've got no choice, I have to resort to the 'Secret Weapon'! I just hope it works."

But before Spider Mare could activate this "Secret Weapon", Venom reached out with one of his claws and grabbed her! He then pulled her in close, and held on tight. "We're through trying to humiliate you, Spider Mare! You have defied us at every turn!" Venom said angrily. "So instead, we're going to do what we should've done all along! So, any final words, bug girl?!"

"You'll never win, Venom! Evil always loses in the end!" Spider Mare vowed.

Venom laughed. "That's it?! That's your best?! Oh well, I suppose beggars can't be choosers! It's time for you to say goodnight, Spider Mare!" And prepared to bring his claws down on Spider Mare!

" _Now's my only chance, it's do or die!_ " Spider Mare thought to herself, and with much struggling she managed to press a button on her right front hoof (said button was a black spider similar to the red one on her back).

Venom struck at Spider Mare with his front left claw, only to be surprised when it was deflected without Spider Mare taking any damage. "What?!" the symbiote exclaimed, as Spider Mare broke free from his grasp and stood before him. Now, she was clad in what appeared to be a white suit with black lining and a dark blue bordering on black outline on her back, and around her arms and legs!

"Do you like it?!" Spider Mare asked. "I call it 'Spidey Armor'! Twilight and I worked for hours on it while we were trying to discover a way to stop you! It's made up of a special armor that protects me from even the strongest of attacks, while still being light enough to allow me to move without much restriction."

"So you've got armor, big deal!" Venom replied. "You still don't have any way to stop us! Looks like we're destined to keep dancing this dance until the end of time!"

But Spider Mare only shook her head. "Oh no, I'm done dancing with you, symbiote slime ball! If you think this armor is the only new thing I've brought to the fight, you're in for a surprise!"

"Whatever surprise you've got, it won't be enough to stop me!" Venom vowed, charging forward. "That armor's _not_ invincible! I'll bet if I hit it hard enough, it'll break apart!"

Spider Mare didn't let Venom get the chance, she simply pressed on the inside of her armor. A series of protective headphones covered her ears, as a small cannon like device appeared on her front right hoof.

Venom howled in pain, as a series of loud (and quite powerful) sound waves washed over him. "How are you doing this?!" he exclaimed, as he tried to block out the noise with his ears, to no avail.

Spider Mare couldn't hear Venom's question due to the headphones, but the expression on his face made it clear what he was asking. "Twilight and I discovered that you 'symbiotes' only fear two things," she explained. "One is fire, and the other is loud noises. Fire was too dangerous, I couldn't risk burning Cheese Sandwich in the process. So I gave this armor a little something that's capable of generating powerful sound waves on a frequency only your alien ears can hear. It's over, Venom!"

"Noooooooooooooo! You... can't... stop... US!" Venom protested, as the soundwaves slowly to began to break him up, freeing Cheese Sandwich from his control. At last, after a long drawn out scream, Venom was gone and Cheese Sandwich was free once again!

* * *

Pinkie Pie didn't hesitate to power down the spidey armor, remove her mask, and rush over to Cheese Sandwich as soon as she was certain Venom was gone. "Oh Cheese, I'm so glad you're okay!" Pinkie said happily, tackling the stallion and self proclaimed party pony into a powerful hug.

"I'm glad too, Pinkie," Cheese Sandwich replied. "Thanks for not giving up on me, even when I'd given up on ever being freed again."

"Hey, that's the power of love for ya," Pinkie giggled. "Now come here you, there's something I've been wanting to do ever since I decided I truly love you!" And she kissed Cheese Sandwich on the lips without further invitation. Cheese Sandwich simply returned the kiss, and the two lovebirds simply lay there, lost in each other's love.

"Oh Cheese Sandwich, ever the disappointment," a familiar alien voice scolded. "I offered you the world, and you foolishly threw it all away for the sake of love. You're not fit to wear this magnificent symbiote on your worthless hide. But _I'll_ find someone who is, mark my words!"

"Where are you, Venom?!" Pinkie Pie asked.

"As if I'd tell you," Venom said in response. "Just know this, it may not be today, it may not be tomorrow, but someday we _will_ meet again. In the meantime, I've left a little 'parting gift' behind. It just needs to find a suitable host."

Cheese Sandwich's skin crawled, as he realized what Venom was talking about. " _I thought he was just making it up._ " he thought to himself. He looked up just in time to see a dark red slime like substance rise into the sky, and stick itself to the back left hoof of an unsuspecting Rainbow Dash.

"What was Venom talking about?" Pinkie asked Cheese Sandwich.

"While I was struggling for control against Venom, he kept mentioning something about an offspring," Cheese Sandwich explained. "I thought he was just joking, but I guess he really wasn't. Now, another symbiote has attached itself to Rainbow Dash."

"Then we've got to go after her!" Pinkie Pie vowed, only to take a step forward and instantly feel pain.

"The fight against Venom took a lot of you, we need to get you patched up first," Cheese Sandwich said seriously. "And this time, you're not going it alone. I'm coming with you on your symbiote hunt."

"What?! You want to be my sidekick?! No way!" Pinkie declared. "I just got you back, I'm not about to lose you again!"

"Pinkie, I know how you feel about me. But if we're going to be in a relationship, you have to be able to trust me to take care of myself," Cheese pleaded. "Please, two heads are better than one."

Pinkie sighed. "Let's just get back to Sugarcube Corner and plan our next move. Once we've decided on a game plan, we can talk about your terms of being a sidekick."


	19. Glorious Carnage

"Ow!" Pinkie Pie exclaimed, as a cold washcloth made contact with the exposed scratch and bruise marks on her back.

Mrs. Cake, for her part, only made a tsking sound. "I know it hurts, Pinkie, but it'll hurt even worse if I don't clean and patch up these wounds. You really should take better care of yourself, or one of these days you're going to end up in serious trouble." she scolded.

"I know, Mrs. Cake, but crime never takes a break. I don't always have time to tend to my wounds when I'm battling against these superpowered freaks." Pinkie Pie replied.

"Even so, you've really got to be more careful," Mrs. Cake advised. "You can't just keep throwing yourself out there day after day without stopping. You _do_ have limits, whether you admit them or not." And she went back to work on cleaning Pinkie's wounds. Pinkie, for her part, tried her best to remain silent.

All the same, Pinkie's thoughts kept drifting back to Venom's parting words, and the revelation that Venom had left behind an offspring now travelling with an unsuspecting Rainbow Dash (assuming it hadn't already bonded with her). " _Things just keep going from bad to worse when it comes to these super villains,_ " she thought to herself. " _First it was The Rhino, then Electro, then Venom, and now Venom's offspring,_ " she then sighed, before her thoughts drifted to a recent piece of good news. " _Well, at least I have Cheese Sandwich back. I just hope I don't end up regretting letting him become my sidekick._ "

* * *

At last, Mrs. Cake had finished cleaning Pinkie Pie and had patched her up as best she could. Despite Mrs. Cake's insistence that she rest and recover, Pinkie Pie went to go suit up. "There's still a symbiote on the loose, and I possess the only thing capable of stopping it. I just have to hope the trail's still hot." she told Mrs. Cake.

Pinkie Pie quickly suited up, slipping the suit on first and making sure her arms, legs, and tail were in their proper place. Then, she pulled the mask over her face, completing the transformation. With that done, she checked the spidey armor, making sure that the button wasn't damaged or that the armor wasn't going to hold. " _So far, everything seems to be working. The armor passed its field test with flying colors._ " she thought to herself.

Just after Pinkie had finished suiting up, Cheese Sandwich trotted into the room. But as Pinkie quickly noticed, he'd already selected a costume for himself. His suit consisted of a black, silky like thread that allowed him to move about freely, and matched the black facial mask with eye holes. On his arms and legs were a pair of white boots, and around his waist was a utility belt that among other things held a small line launcher.

"Wow, Cheese, you look... different." Pinkie commented, unsure what to make of Cheese's choice in costume.

"Thanks, I knew you'd like it," Cheese replied with a smile. "And I've already got the perfect name for my crime fighting alter-ego, Black Cat."

"Aren't black cats bad luck though?" Pinkie asked.

Cheese laughed. "That's just silly superstition, but this is one black cat bad guys _won't_ want to cross paths with."

"I still didn't say for certain you could be my sidekick," Pinkie quickly spoke up in protest. "Just because you have a costume, doesn't mean you go running around, fighting crime. Don't forget, unlike me you don't have superpowers!"

"I know that, and I'm not going to be careless," Cheese promised. "But I'll be darned if you expect me to just sit on the sidelines and wait. Face it, tiger. You just hit the jackpot! You've got a special somepony, and a super cool sidekick, wrapped up in one package."

"You really wanna do this, don't you?" Pinkie Pie asked.

"Oh absolutely!" Cheese Sandwich replied. "Besides, this one's personal!"

"This isn't about revenge, we're not chasing after that symbiote to settle a grudge!" Pinkie firmly declared. "And if you **ARE** going to be my sidekick, you have to follow my rules. So if I tell you to run or stay out of something, you do just that, understand?"

"I understand," Cheese agreed. Secretly he whispered. "But don't be too surprised if I don't completely follow them to a T all the time."

"Alright then 'Black Cat'," Spider Mare said boldly. "Rainbow Dash was headed for Cloudsdale, so we'd better stop by Twilight's place and have her cast that cloudwalking spell on us before we do anything else."

"Ready when you are." Black Cat replied, pulling out his line launcher.

"Good, follow me." Spider Mare instructed, and after opening the window swung down to the streets below. Black Cat followed close behind.

* * *

Meanwhile in Cloudsdale, from a lonely prison cell, Lightning Dust was sulking to herself. Ever since she'd been kicked out of The Wonderbolts for almost killing five innocent civilians, her life had gone downhill fast. In a matter of months she lost her house, was fired from her job as a janitor for the Cloudiseum, and had turned to cider in a desperate attempt to wash away her sorrows. And that had led to a fight which had now landed her in this prison complex, alongside the so called "criminal scum" of Cloudsdale.

" _This is all that stupid Rainbow Dash's fault!_ " Lightning Dust mentally grumbled to herself. " _If she hadn't shown up with her goody goody horseshoes mentality and played 'Teacher's Pet', my life would be perfect! It's not my fault those ponies were in the wrong place at the wrong time! They shouldn't have been allowed to visit the academy in the first place, civilians aren't supposed to be allowed on academy grounds!_ " She angrily kicked an empty waste basket that rested at the foot of her cell bed, not really caring that her kick caused it to tip over.

"So, you despise Rainbow Dash and The Wonderbolts?" an unfamiliar voice called from afar.

"Yeah, I do. So what's it matter to you?!" Lightning Dust replied angrily. "Unless you can bust me out of this cell, I don't really care what you have to say! Everyone says I've nopony to blame but myself for ending up in this situation!"

"Oh, how unfortunate," the unfamiliar voice said in a sympathetic tone. "But what if we told you, we can give you the means to take revenge on those you despise? We can help you escape this prison, and punish the ones responsible for leaving you to rot here."

Lightning Dust's face broke into a sadistic smirk. "Oh, now we're talking! What do I have to do to get out of here?! Name your price!"

"All we need is a suitable host, and you're elected!" the voice replied. "Bond with us, body, mind, and soul! And we can give you power the likes of which ponies couldn't even dream of!"

"As long as it gets me out of this cell, I'm all yours!" Lightning Dust eagerly agreed. "I tell you, this is going to be the beginning of a _beautiful_ partnership!"

"Indeed it will be!" the voice promised. "You've given us what we wanted, and for that you shall be rewarded with our unending power! Soon, we'll have all of Equestria begging for mercy!" The voice's owner soon revealed itself in the form of a dark red slime.

Without hesitation, Lightning Dust extended out a hoof, and allowed the slime to envelope her. Even so, the transformation was painful enough to prompt her to let out a small scream.

Having heard the scream, a few prison guards came rushing to Lightning Dust's cell to check on her. "What's going on, Lightning Dust?!" one of the guards demanded.

But the creature that greeted the prison guards wasn't Lightning Dust, heck it barely looked pony at all. It seemed much more like a dark red alien slime monster, with sharp claws and teeth. "Oh goody, playmates!" the creature cackled in fiendish delight, before reaching out and throwing one prison guard against the wall. "Ah, looks like he's not having fun! Too bad!"

Meanwhile, the other prison guard had took off running. Reaching the security room, he shouted over the intercom. "All personal standby to evacuate prisoners, one of the convicts has gone mad! Send every available armored stallion and mare to cell 627, convict number 493 must be stopped at all costs!" He then triggered the security alarm, prompting the siren to wail, search lights to turn on, and every security system to power up.

The alien monster laughed at the panic the prison quickly descended into. "Oh, just wait until they see the damage we can do now, man!"

* * *

By the time Spider Mare and Black Cat reached Cloudsdale, the news of Lightning Dust's transformation and attack on the Cloudsdale Maximum Security Prison had already spilled into the streets. Desperate citizens were fleeing every which way from the prison, screaming and shouting phrases such as "Run for your lives!", "Save yourselves!", and even "We're all going to die!".

"We're too late!" Black Cat realized. "The symbiote's already bonded with a pony host!"

"Then we've got to stop her before somepony gets killed! There's no time to lose!" Spider Mare vowed, and the two superheroes raced to the prison. By the time they did, The Wonderbolts were already on the scene.

"No worries, guys, we'll take it from here!" Rainbow Dash insisted.

"Lightning Dust is going to regret stirring up trouble," Spitfire added. "She wanted us, so here we are! And we're going to make her wish we didn't have to come!"

"Such a shame, really," Soarin admitted. "She could've made a fine Wonderbolt."

"That was then, and this is now!" Fleetfoot replied. "And I for one am gonna _enjoy_ teaching that former recruit some manners!"

"Wait, you don't know what you're up against! Lightning Dust isn't herself!" Black Cat shouted, but his warning fell on deaf ears, as The Wonderbolts charged into the prison complex.

"Come on, we've got to find whatever Lightning Dust has become before they do!" Spider Mare said to Black Cat. "Otherwise, things are going to get ugly."

* * *

Unfortunately, upon entering the prison, Spider Mare and Black Cat quickly discovered that the place had been plunged into darkness. Someone or something had cut the power. The only source of light came from Celestia's sun, as it shone through the windows, and even then the light it provided didn't do much.

"Stay close to me, Cat," Spider Mare instructed to Black Cat. "There's no telling who or what lies in wait for us here in the dark."

"Thought you'd never ask." Black Cat replied, almost purring in delight. The two superheroes carefully but quickly navigated their way through the darkened prison complex, until at last they stumbled across the door to the security center.

The guard had who sounded the alarm lay on his side, badly battered and noticeably frightened, as if something had spooked him. "That thing's crazy," he muttered weakly, shaking a bit. "Please, you've got to keep it contained to here. Once all the other prisoners are evacuated, they're going to blow this place up and sink it through the clouds."

"WHAT?!" Spider Mare and Black Cat exclaimed at once.

"It's the only way they can keep the crazed one from escaping and causing more destruction." the guard weakly explained.

"Do The Wonderbolts know about this?" Spider Mare asked.

"I told them, and that was when that 'thing' grabbed them. Said it had a score to settle." the guard answered.

"Any idea where it took them?" Spider Mare asked the guard.

"Looked like it was headed for the first floor storage center. Please, hurry." the guard pleaded.

"First we'll take care of you," Spider Mare replied. "Can you walk?"

"Just barely." the guard said, struggling to his feet.

"Good," Spider Mare said seriously, and turned to Black Cat. "Get him out of here, I'm going to save The Wonderbolts."

"No, I'm not leaving you again!" Black Cat vowed. "Let me help you!"

"Get the guard to safety, and if I'm not back in five minutes come and find me!" Spider Mare instructed. "I'll be alright! Worse comes to worse, I've got my spidey armor to protect me." And so, reluctantly, the two superheroes split up.

* * *

Spider Mare carefully made her way down to the first floor storage area, peeking around corners to see if anyone or anything was there. She didn't dare try to call out for The Wonderbolts, in case whatever Lightning Dust had become was listening.

At last, as she reached the end of the stairs, Spider Mare saw a small room whose door was supposed to be controlled by a panel. But someone or something had smashed it, and so the door was always open. Inside the room were The Wonderbolts, all tied up underneath a pillar, currently unharmed. Guarding them was what looked like a symbiote similar to Venom, except slightly different in color. Unlike Venom, this symbiote was a dark red in color (almost like the color of blood).

"So, what's our plan for distracting him and freeing The Wonderbolts?" Black Cat whispered to Spider Mare.

"Black Cat?! What are you doing here?! What happened to the guard?!" Spider Mare asked, nearly forgetting to keep her voice to a whisper.

"I got him out with no trouble, but I couldn't leave you behind. I wanted to make sure my favorite webslinger was still alright," Black Cat whispered in reply. "Besides, I found something I think you'll be interested in. It's inside this container."

"What are you talking abou..." Spider Mare began, before she noticed something printed on the side of the container she was currently hiding behind. "Magnesium! If I add this to my webbing, it will burn!"

"Then why don't you help yourself to some and use it to take down the symbiote, while I free The Wonderbolts?" Black Cat suggested.

"It's not going to be that simple," Spider Mare said with a shake of her head. "This symbiote looks like it'll be a lot harder to take down, and if I miss I could burn somepony really badly with this stuff. The spidey armor's still the best bet, I can aim and control the waves, so if anything goes wrong I can shut it down before any permanent damage occurs. We'll have to work together on this symbiote, only when it's defeated and removed from Lightning Dust can we hope to free The Wonderbolts."

"But you'll lead the way, right?" Black Cat asked.

"Of course, and this time please listen to me!" Spider Mare insisted. "This is not going to be easy."

Unknown to Spider Mare, Black Cat secretly slipped a small amount of magnesium into his utility belt. Something told him it would prove useful in the coming battle, even if Spider Mare was betting on the spidey armor.

* * *

The symbiote was waiting when Spider Mare and Black Cat showed up. "Well, well, isn't this a feast for our eyes?" It taunted with a laugh. "Spider Mare's got herself a new partner in crime!"

"You're the one committing crime, Lightning Dust! I'm just here to help Spider Mare put a stop to your reign of destruction!" Black Cat vowed.

"Lightning Dust isn't here anymore, now there's only Carnage! Which is what we're gonna bring to all of Equestria, after we take care of the two of you!" Carnage chuckled. "Bet you're surprised we chose Lightning Dust, but Rainbow Dash was too goody goody for our tastes, her moral compass prevented her from accepting our gifts. Not so with Lightning Dust, she accepted in a heartbeat. The only question now is, what color do you bleed?"

"What kind of question is that?" Spider Mare asked.

"You'll soon find out," Carnage bellowed. "But it seems your little cat friend still has much to learn, Pinkie. You teach him how to land on his feet like all cats do? If not, you'd better hope he's got nine lives!"

"Touch him, and you're dead!" Spider Mare vowed, as she powered up her spidey armor. However, just as she pressed the button, Carnage chucked a series of razor sharp projectiles towards Spider Mare and Black Cat! Both of them barely dodged them, as the projectiles soared past and struck the wall behind them.

"Bet you weren't expecting that!" Carnage chuckled.

"That's it, you're going down, Carnage!" Black Cat vowed, shooting out his line launcher.

Carnage grabbed the line, and used it to pull Black Cat in close. "Nice try," she laughed. "Now let's 'fix' this furious feline!"

"Not so fast!" Spider Mare insisted. "Plug your ears, Black Cat!" And with the press of a button, aimed a series of powerful sound waves at Carnage.

Just like with Venom, Carnage shrieked and held her ears. She even seemed to briefly start breaking apart, before she blindly began to swipe at Spider Mare, knocking off the sound cannon.

Meanwhile, Black Cat had turned his attention towards trying to save The Wonderbolts. He was just about to untie them, when Carnage pulled him and Spider Mare in close. She then pushed Black Cat aside. "We'll get to you in a minute, you're a bonus to our main objective," she taunted, as she grabbed Spider Mare and began to squeeze the life out of her. "Just know that, when I'm done, there's not going to be enough left of your partner to stuff into a matchbox. Not that we won't try!"

That comment caused Black Cat to snap. "DON'T! YOU! DARE!" he angrily vowed, pulling out the magnesium and inserting it into his line launcher. He then fired off a flaming line of webbing at Carnage, causing the symbiote to drop Spider Mare and hollow in pain!

"CURSE YOU! CURSE YOU BOTH!" Carnage screamed. "THAT DOES IT! EVERYONE DIES!" But at that moment, a series of powerful explosions began to rock the prison complex!

"The bombs!" Spider Mare and Black Cat realized.

"Consider this a taste of things to come!" Carnage vowed. "We'll be back!" And the symbiote made a mad dash for safety, forgetting all about The Wonderbolts, Spider Mare, and Black Cat.

* * *

Spider Mare quickly freed The Wonderbolts, who were dazed but unharmed.

"Was that Lightning Dust?" Spitfire asked. Spider Mare nodded in response.

"But it didn't look anything like her, it looked alien." Rainbow Dash commented.

"That's because she's bonded with an alien creature called a symbiote, they only fear fire and loud noises," Black Cat explained. "Now come on, we've got to get out of here!"

"This place is gonna blow at any minute, we'll never make it!" Soarin said seriously.

"No, there's one way out! One of the blasts opened a hole in that wall over there," Spider Mare noticed. "That's how we'll escape!"

The Wonderbolts quickly flew out of the hole, but the building was already starting to sink below the clouds. Which meant the only way for Spider Mare and Black Cat to escape, was by web slinging.

"Carnage crushed my web shooters!" Spider Mare realized, when she tried to shoot a web and nothing happened. "I don't have the tools to fix them!"

"Then it's a good thing I came back for you, huh Pinkie?" Black Cat teased, as he grabbed Spider Mare. "Hold on tight to me, and don't let go."

"Oh Cheese, I thought you'd never ask." Spider Mare said dreamily, as she did as she was told. With help from Black Cat, Spider Mare was able to escape from the prison just before it fully sank below the clouds and started to break up. However, she knew that Carnage had escaped, and this frustrated her to no end. " _Now that's two symbiotes down but not out,_ " she thought to herself. " _This is quite the predicament. I just have to hope they'll stay in hiding, until I can figure out a way to track them down._ "


	20. Superpowered Wedding

It didn't take long for the next big change in Pinkie Pie's life to come along, in fact she herself plucked up the courage to set it into motion. A few days after the battle against Carnage, Pinkie Pie and Cheese Sandwich went for a walk in Ponyville Park. And it was there, at the very gazebo Big Macintosh was always fond of fixing up, that Pinkie popped the question to Cheese Sandwich: "Will you marry me?"

Without hesitation Cheese Sandwich had answered "Yes." And it was decided that the two of them would come to all of Ponyville about their secret identity, and allow the story to be published in newspapers all across Equestria. _The Ponyville Express_ , _Manehattan Times_ , _Fillydelphia Gazette_ , _Los Pegasus Journal_ , newspaper after newspaper printed the same headline that swept through Equestria like wildfire _Superpowered Wedding: Spider Mare and Black Cat Reveal Secret Identities and Promise to Wed_.

Some ponies were quite surprised Pinkie was moving so quickly towards marriage after everything that had happened. But she always said in reply: "I may be moving fast, but I came close to losing Cheese Sandwich for good twice already, I'm not about to take my chances. I want to marry him now, while I still have the chance. Besides, he's proven to me that his love goes far beyond what I could've expected. In a way, our battle with Carnage was sort of like a first date."

Just like with Pokey Pierce, Pinkie Pie planned for the wedding to make use of her friends' businesses. The bride's wedding gown, the groom's tuxedo, the bridesmaids dresses, and even the ring bearer's outfit (to which Spike once again agreed to be) were all to come from Carousel Boutique (though Sassy Saddles and Coco Pommel helped with their respective branches, as some of the orders were too big for Rarity to do the work alone), the cake would come from Sugarcube Corner, the catering would be provided by the Apple family, Maud would be the best mare (and Pinkie's sisters the bridesmaids), and Twilight would proceed over the entire ceremony. Mayor Mare readily agreed to let town hall be used for the wedding and the reception, and everyone readily pitched in to help get it ready.

As the day of the wedding drew closer, Pinkie and Cheese both found it hard to sleep. The excitement and responsibilities of married life often kept them awake. At long last, after two months of careful planning and crime fighting (mostly busting up small gangs, or the occasional escaped prisoner. Venom and Carnage's whereabouts remained unknown), the big day was upon the two lovebirds.

* * *

"I still can't believe it," Applejack commented to her friends. "Pinkie Pie and Cheese Sandwich are finally marryin', despite them bein' superheroes."

"I'm so happy for the both of them," Fluttershy added, trying her best not to look nervous. She was slated to perform with her fellow Ponytones during the wedding reception. "I especially like how Pinkie was willing to let Cheese continue to be a travelling party pony, I thought for sure she'd ask him to hang it up and settle down."

"Are you kidding? That's not their style," Rainbow Dash commented. "They're free spirits, asking them to settle down in any one place would be like asking me not to fly."

"Shh," Rarity whispered. "The ceremony's starting." And indeed it was.

One by one the ring bearer (Spike), the bridesmaids (Limestone, Marble, Cloudy Quartz), the groom's helpers (Big Macintosh, Filthy Rich, Jinkie Pie), the best mare (Maud), and the flower fillies (Apple Bloom, Sweetie Belle, Scootaloo, Diamond Tiara, Silver Spoon) all strolled down the isle and took their places. Then Cheese Sandwich came trotting down the isle, decked out in a fine black tuxedo that undeniably made some mares jealous he was already taken.

Finally, the familiar tune of "Here comes the bride" began to play, as Pinkie Pie was escorted down the isle by her father, wearing the most elegant wedding dress there ever was. It was a simple snow white in color, with a faint gold trim around the edges, but it complimented Pinkie so well that it could rival even the most expensive of wedding dresses. Reaching the altar, Igneous turned to Cheese Sandwich and kindly gave his daughter to the party pony that had captured her heart. Then Igneous went and sat down next to his wife.

Pinkie Pie and Cheese Sandwich did their best to avoid getting lost in each other's gaze, as Twilight cleared her throat and began the proceedings. "Citizens of Ponyville, and esteemed guests from around the world, we are gathered here today to join in holy matrimony, two loving souls. My good friend Pinkie Pie, and the one and only super duper party pony, Cheese Sandwich. Their love has endured trials and hardships the likes of which no other couple can be said to have gone through. But their love proved absolute and unbreakable, and so it is that they are standing here, waiting to be joined together. No vows need be exchanged between the two of them, as they have more than proven what they're willing to sacrifice and overcome in their lives, both with and without masks and costumes."

Everyone had a good laugh at that statement, before Twilight continued. "And so, it is time for the ultimate question. We'll start with the groom. Cheese Sandwich. Do you take Pinkamina Diane 'Pinkie' Pie to be your lawfully wedded wife, in sickness and in health, through good times and bad, until death do you part?"

"I do." Cheese Sandwich nodded in reply.

"And Pinkie Pie, do you take Cheese Alfred Sandwich to be your lawfully wedded husband, in sickness and in health, through good times and bad, until death do you part?" Twilight asked Pinkie.

"I mostly certainly do! You didn't even have to ask!" Pinkie Pie replied eagerly.

"Now, is there anyone here who has a reason why these two should not be legally wed?" Twilight asked. "If so, speak now or forever hold your peace."

Pinkie Pie and Cheese Sandwich waited with baited breath, but no one said anything. No one had any objections, their marriage was safe.

"Very well," Twilight went on. Turning to Pinkie Pie and Cheese Sandwich she said happily: "I now pronounce you, stallion and wife! You may kiss the bride!"

"You don't have to tell me twice!" Cheese Sandwich spoke up, and without hesitation he leaned in and he and Pinkie exchanged the sweetest and most passionate kiss they could muster. No one could resist letting out an "Aw." at the heart warming scene.

* * *

"Well, Pinkie, where do we go from here?" Cheese Sandwich asked, as he and his new wife had the first dance of the evening, while everyone sat at the tables around the dance floor, watching the two groove to "The Pony Pokey" as performed by Octavia and Vinyl Scratch.

"Wherever life takes us," Pinkie Pie replied. "I know it's not always going to be sunshine and roses, Venom and Carnage are still out there, somewhere. But wherever they are, I know that as long as I have you by my side, I can overcome anything."

"I sure hope we never have to test the limits of that statement," Cheese Sandwich chuckled. "But we can worry about that later. For now, the night is young, and there's plenty of delicious food to dine on, fun party games to play, gifts to receive, and dances to dance."

"Yup, I think we've earned ourselves a little break," Pinkie Pie said happily. "And who knows, maybe someday we'll have little ponies of our own to take care of?"

"Let's not get carried away, we have all the time in the world to think about where and when to start a family." Cheese laughed, and he and Pinkie went on dancing.

Everyone was so swept up in wedding fever, that they were unaware of a small advertisement that had graced their papers that morning. " _Equestria Space Program seeks volunteers to test prototype space exploration vehicle_ "


End file.
